SO PETE'S POOL HALL HAS BECOME A FERN BAR.

Scratch the last of vintage Annapolis. It was once a harbor where the air was so thick with the smell of salt and fish that it speckled windshields on a breezy day. Sure, the rigs still clank rhythms against masts that bob from the choppy waters of the marina. And mallards still flock for tourist handouts by the sea wall. But Annapolis ain't the same.

Gone are the taverns that served two-bit drafts and two-fisted back-fin crab cakes the way bars elsewhere put out pretzels. These days Maryland's little state capital smells more like brie burgers and cottage fries (with skins on) than it does of hearty Chesapeake Bay aromas. If you stand at the corner of Main Street and Market Square and squint your eyes, you might as well be on any one of a dozen other homogenized American waterfronts of the '80s.

Like those places, the town where John Paul Jones is buried is getting "roused" -- a gentrification based on the urban renewal formula of development guru James W. Rouse. To never have experienced his "festival marketplace" recipe is to have been landlocked in Montana for the decade. Already, decaying cityscapes have been transformed into thriving commercial theme parks like New York City's South Street Seaport, Baltimore's star-spangled Harborplace, Boston's Quincy Market, Richmond's Sixth Street Marketplace, Norfolk's Waterside and other clones from Flint, Mich., to Holy Toledo.

To its credit, the Rouse method usually calls for renovating antique structures rather than tearing them down. But it takes old charming buildings, weathered from their own history, and gives them a fresh coat of muted Victorian greens and mauves, trims them with oak 'n' brass and equips them with the required ceiling fans, only to house the same upscale chains, "eating establishments" and "saloons" (no restaurants or bars, please) from one city to the next.

This painful renovation has been gnawing at old Annapolis for a couple of years now. The old-time dime store on the most prominent corner of Market Square is gone -- jilted last January for a Banana Republic and its safari duds. The Gap squeezed its high-style jeanery into the space next door where the confectioner once cooked in the Fudge Shop window. Britches Great Outdoors replaced Wilkin's Dry Goods. Benetton's eliminated the card and gift shop. Laura Ashley and Ralph Lauren's Polo moved in, too. That the local hangout once called Spiro's across the Spa Creek Bridge now hoists bright blue awnings and is called Jason's says enough about the dining.

And now Pete's has been chewed up, too. The five slate-bottom pool tables are gone. So are the 15 bar stools where the sea-weathered faces of regulars slumped over brewskis while watching the Orioles on the tube. So is the menu sign above the bar with color photos of three kinds of sausage served -- Polish, kosher and standard American hot dog. Now Pete's calls itself a "saloon and oyster bar." A nice, clean place, with chirpy young women who seat respectable young professionals at tables near stained- glass windows. There was nothing respectable about Pete's before. Which was the reason to go there.

Follow the Rouse formula further, and the kiosk crowd comes next. Hello, you pastel pavilions and pushcart vendors selling some mother's chocolate chip cookies and gourmet ice cream bars to well-heeled foot traffic with impulse money burning holes in designer pockets. The kite shop is already there -- Kites Aweigh. No street mimes yet.

If Sam Larea were still around, the legendary Annapolis bartender would probably wipe the bar with his white linen apron, draw another of the 25-cent drafts he fought all odds to keep serving and scowl at all the fancy outsiders the way he always did. But a ferny, oaky, brassy eating place called Mum's took over Sam's tavern years ago. As one old-timer said, "Annapolis is one more town now where you can't buy shoelaces."