There are upscale malls, and then there's the Fashion Show, the Rouse Co.'s 2 million-square-foot shopping center in Las Vegas. The gold-plated anchors -- Neiman Marcus, Saks Fifth Avenue and Bloomingdale's -- come standard. The special attractions: seven fashion shows daily and a giant metallic cloud dangling 128 feet above shoppers' heads.

Over the top? Perhaps. But analysts say it's just what General Growth Properties Inc. of Chicago, which has agreed to buy Rouse, of Columbia, needs to bolster its portfolio of largely middle-of-the-road malls in the face of competition from "big box" discounters.

General Growth, the nation's second-largest mall operator, last week offered to buy Rouse for $7.2 billion, a 33 percent premium over Rouse's stock price before the deal was announced. A big reason: Rouse has invested heavily in upscale malls. Like most of the nation's biggest retail developers, General Growth has discovered that when it comes to shopping centers, fancier is better.

"The publicly held mall companies want to own properties with tenants that are not having their lunch eaten by Wal-Mart and Target," said Louis W. Taylor, senior real estate analyst at Deutsche Bank Securities Inc. in New York.

Across the country, malls are under assault, not just from popularly priced stores such as Wal-Mart, but from each other. Much of suburban America is already saturated with enclosed regional malls. As a result, "only the fittest survive," said David M. Fick, an analyst at Legg Mason Wood Walker.

Increasingly, the fittest malls appear to be those with high-end tenants -- regional malls, such as Rouse's Augusta Place in Augusta, Ga., or General Growth's Glendale Galleria in Glendale, Calif., -- that boast at least four major department stores and dozens of boutique designers, from Coach to Louis Vuitton.

Compared with discounters and even old-line department stores, such as Sears and J.C. Penney, these retailers are generally less vulnerable to hiccups in the economy. "The consumer who buys a dress at Ann Taylor or a frying pan at Williams-Sonoma is not someone who spends their time searching for the best deal," Taylor said.

As a result, mall developers are racing to snatch up the remaining gems. In 2003, the nation's biggest mall operator, Simon Property Group Inc., launched a hostile -- and ultimately unsuccessful -- takeover bid for upscale mall owner Taubman Centers Inc. The same year, the Mills Corp. of Arlington bought five upscale malls from Cadillac Fairview Corp. of Canada.

General Growth has embarked on its own high-end retail shopping spree. In the past five years, the company has purchased the Grand Canal Shoppes at the Venetian hotel in Las Vegas, the Glendale Galleria and the Ala Moana Center in Honolulu.

Rouse owns a trove of high-end shopping centers, from Boston's Faneuil Hall Marketplace to Water Tower Place in Chicago, that produce higher retail sales than shopping centers operated by General Growth, allowing the company to demand higher rents.

A spokesman for Rouse declined to comment. A General Growth spokesman did not return a phone message.

Fick estimates that Rouse retail tenants produce average sales per square foot of $440, compared with $360-a-square-foot sales for General Growth Properties. "That was the appeal for General Growth," Fick said.

Deutsche Bank found that 55 percent of Rouse's malls are what it terms "tier one" malls, based on their high sales and upscale tenants, compared with 19 percent for General Growth. By buying Rouse, it will "minimize its exposure to competition from discounters," Taylor said.

At the same time, Rouse has sold or closed several of its poorer-performing -- generally lower-scale -- shopping centers in recent years, which made the company even more attractive to General Growth, analysts said.

The deal, which has the support of Rouse management, is expected to close this year and requires approval by shareholders. Shares of Rouse closed yesterday at $66.48, down 17 cents. Shares of General Growth closed at $28.95, down $1.05.

Rouse owns Boston's Faneuil Hall Marketplace. General Growth Properties, which bought Rouse, was attracted to Rouse's investment in upscale malls.