If you've taken a leisurely stroll along Fairfax City's Main Street on a recent evening, you're one of the few.

A hodgepodge of surface parking lots, run-down '70s-era offices, struggling restaurants, mom-and-pop stores, a few historic buildings and busy roads don't exactly make the place inviting for pedestrians. In fact, Fairfax City's downtown has become little more than a thoroughfare for thousands of commuters aiming to get from one end of Fairfax County to the other.

Ray Smith intends to change that.

Smith plans to spend $170 million to start fresh, clearing out what many call ugly and ordinary in Fairfax City's downtown and creating an environment that would hark back to the 1800s. The idea is to encourage people to get out of their cars and stroll the sidewalks.

The plan calls for construction or renovation of a dozen buildings in the city's four-block downtown. He envisions 800,000 square feet to include a 16-screen movie complex and a 168-room hotel. Shops like The Gap and Abercrombie & Fitch. A college bookstore and restaurants such as the Cheesecake Factory. And a Starbucks, natch.

Do that, he says, and make it look and feel like Old Town Alexandria, and you'll have a place that everyone will want to visit for that early evening promenade.

The name? What else: "Old Town, Fairfax."

"To a great extent, it's parking lots and skinny sidewalks now," Smith said. "It could be a very magical kind of place. It will be the kind of place that changes the quality of people's lives."

The attempt to transform Fairfax--the biggest thing to hit the tiny city since it declared its independence from Fairfax County in 1961--is the latest example of a Washington area suburban government deciding that trendy and quaint spell success. Rockville, Silver Spring and Manassas are all in various stages of trying to create or revive city centers, hoping to lure the yuppies and their money.

It's not just a local retail phenomenon. All over the country, planners are touting "livable communities"--urban areas like Fairfax or Old Town Alexandria where people can stash their cars and walk from restaurants to shops to homes.

"What we are seeing is a major shift in development patterns," said Michael Beyard, the vice president of the Urban Land Institute, a nonprofit land planning organization. "Cities want to create places, not simply a crossroads or a retail strip or a nondescript suburb. We are seeing it all over the country."

Beyard said suburbs like Fairfax and Montgomery see the value in creating places that people enjoy visiting even without a particular errand to run or a specific restaurant in mind.

There are skeptics, however, who wonder whether the concept can work in Washington's car-centered suburbs. And small-business owners in Fairfax City and elsewhere worry about being forced out by national chains.

Let the free market determine where such developments land, say some critics of the Fairfax plan.

"It won't fly. They are trying to force something that just won't be," said Becky Stoeckel, who owns a printing business in downtown Fairfax. "I'm here for a purpose, not to have fancy-shmancy things so I have to charge more. Some of this could happen naturally if they didn't try to jam it down everyone's throat."

But the urge to create mini-downtowns in Washington's sprawling suburbs is accelerating, say planners, despite mixed success in some quarters.

In Rockville, a fancy new movie theater has opened amid upscale stores and restaurants. Two high-rise office buildings and a new regional library are on the way. The Silver Spring plan, which once included a mega-mall called American Dream, now envisions a refurbished theater, a fancy grocery store and a ritzy town center.

In Manassas, a group called Historic Manassas Inc. is trying to spruce up the four-block downtown. Already, the Opera House Gourmet wine and cheese store has added a distinctly upper-crust atmosphere. Several of the run-down buildings have been restored, and on weekends you can hear jazz at a downtown microbrewery.

In Fairfax, change has been an especially long time coming.

For decades, downtown in this six-square-mile city of 20,000 people served to support the seat of county government. The 14-story Massey Building, Fairfax's tallest building, was home to the County Board of Supervisors and various local agencies.

But in 1991, the county moved to a new complex outside the city limits, leaving only the courthouse and the jail a few blocks from Main Street. Businesses closed up, land-use lawyers moved away.

Meanwhile, the stores and restaurants in the city--a family-owned Indian restaurant, a surf shop, a Christmas knickknacks merchant--have suffered from shopping mall competition. The surge in population has turned what once were moderately busy roads into virtual freeways.

"Downtown Fairfax is a fairly classic example of an aging courthouse town that was adversely affected by the flight to suburban malls," said Mayor John Mason. "What we are trying to do is reverse the decay of what used to be a very nice county seat."

In addition to embracing plans for "Old Town," the city is considering spending up to $30 million to build three large parking garages and bury utility lines.

To encourage development, the city has purchased several parcels of land downtown. The site includes three acres where the post office now sits. City officials are negotiating with Smith and his partner, Chicago-based developer McCaffery Interests, to develop the property. At the same time, the developers are working to buy other pieces of land and are hoping to get the project underway by March 2000 and completed by 2005. Meetings to get public input will begin in the fall.

But already, reaction is mixed.

Myrna Welter, a 46-year-old Fairfax resident, said she hardly ever makes the half-mile trip to Main Street.

"Really, there are a few little shops and that's all," she said. A watercolor painting of what the new downtown might look like impressed her. "If you could go and just walk around, that'd be great."

Retired florist Warren Fairfax, 54, agreed.

"It would be leisurely," he said. "You could sit and have lunch in an outdoor atmosphere. I think it would be a grand idea."

But others fear that traffic will get worse if the new development moves in. City officials have promised to improve roads outside of downtown to encourage commuters to bypass the area. And one-way streets would be eliminated in the city center.

Some city business owners are concerned about their place in the plan.

Jacqueline Banister, the owner of Gifts By Jacqueline, wonders what will happen if a large gift store opens nearby. Or what if the reconstruction diverts traffic and no one sees her little store?

"Everyone's trying to be big and enormous," she said. "The small-business people are being pushed out. I don't look for myself to be here if that takes place."

Still, even some of the skeptics have been sold on the idea. R.O. Dickson, a real estate broker and member of a downtown business group, has been at odds with the city's mayor and council for years.

But Dickson now says they're on the right track.

"We got bypassed by Tysons and Fair Lakes and Springfield Mall. Now, we have a chance to recoup that and still have a small-scale, pedestrian environment," he said. "For the first time in 44 years, I approve of what this mayor and council are doing."

Remaking Fairfax's Downtown

The City of Fairfax is considering plans to revitalize the center of town by creating a new "Old Town" -- an 800,000-square-foot development with movie theaters, apartments, shops, offices and additional parking.

RIGHT: Historic buildings and landmarks in Old Town Fairfax:

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1.Fairfax County Jail (1800)

2.Fairfax Courthouse (1800)

3.Moore-McCandlish House (1840)

4.Ford House (1835)

5.Friendship Inn (1895)

6.Nickell's Hardware Building (1895)

7.Bailiwick Inn (1830)

8.Fairfax Hay and Grain (1900)

9.Fairfax Harold (1900)

10.Old Town Hall (1900)

11.Ratcliffe-Allison House (1805)

12.Draper House (1830)

LEFT: Additions made to North Street, which the city has designated as the official parade and events corridor, would be designed to be pedestrian-friendly:

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Brick building facades with traditional detailing

Decorative "blade" signs for store fronts

Street furniture

Brick sidewalks

Street trees

Reproduction streetlights

Secondary store signs

Hedges and planters to buffer sidewalks from streets

AVAILABLE SITES: Over a dozen key sites have been identified for potential redevelopment along North Street.

(s.f. = square feet)

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A. Future county parking structure:

Parking: 825 cars

B. South of Main Street site:

Retail: 88,000 s.f.

Office: 112,000 s.f.

Parking: 233 cars

C. Church lot:

Retail: 14,760 s.f.

Office: 46,740 s.f.

Parking: 42 cars

D. Moore-McCandlish house block:

Retail: 8,700 s.f.

Housing: 28 units

Parking: 38 cars

E. NationsBank block:

Retail: 22,000 s.f.

Office: 57,000 s.f.

Parking: 152 cars

F. City parking structure:

Parking: 1,460 cars

G. Old Post Office block:

Retail, restaurants: 26,000 s.f.

Movies: 16 screens, 53,200 s.f.

H. Historic Ford House block:

Department store: 45,000 s.f.

Retail: 26,800 s.f.

I. Foster Building block (west):

Retail pavilions: 2,500 s.f.

J. Foster Building block (east):

Hotel: 168 rooms

Retail: 10,400 s.f.

New parking: 250 cars

K. Old Town Hall block (west):

Bookstore: 36,000 s.f.

L. Old Town Hall block (east):

Retail: 24,100 s.f.

Housing: 33 units

Parking: 54 cars

M. Shopping center block:

Retail: 19,600 square feet

Housing: 22 units

Parking: 53 cars

SOURCES: Antunovich Associates, David Cobey Design, Dogwood Development Group, McCaffery Interests