When Peter and Lorraine Andriet were searching for a quiet place to start a family a few years ago, they settled on a Mediterranean-style village with narrow alleyways and a quaint little plaza.

On top of a Huntington Beach, Calif., shopping mall.

Restaurants and shops line the ground level, offices flank one side of the building, and a cavernous parking structure serves as the building's core.

On top of it all are 42 townhomes built around open-air corridors and courtyards. From the alleyways, which offer glimpses of rooftops and the ocean, the place feels more like a high-on-the-hills seaside village than an in-the-heart-of-downtown complex.

"You can't imagine that we are just yards away from one of the most active main streets in America," said Lorraine Andriet, who shares a two-bedroom home with her husband and 2-year-old daughter, Grace.

It is not the suburbs, but it is not quite city living, either.

As Orange County runs out of open land to build on, developers and planners increasingly turn to mixed-use designs that combine residential and commercial structures in compact spaces, often in the same building.

Mixed-use buildings, planning experts say, can help create vibrant commercial districts and cut down on traffic because they put many amenities within walking distance of homes.

Orange County and other parts of Southern California are filled with lackluster, one-story strip malls that could be transformed into thriving mixed-use projects, said Randy Jackson, president of the Planning Center, a Costa Mesa-based development consulting company.

The Andriets' complex, called Plaza Almeria, is on a 2-acre block that once was home to gas stations and strip malls.

The block is in a redevelopment zone the city created two decades ago in an attempt to revitalize Huntington Beach's sagging downtown.

The plaza was designed first as a more traditional mixed-use project with flats stacked on top of the commercial units, but neither the developer nor city officials were quite happy with it.

"It was more of the same," said John Tillotson Jr., co-owner of JT Development Co., which built Plaza Almeria.

The original design had 68 condominiums, each with about 1,000 square feet. The townhomes have nearly double that.

The lower density meant less need for parking, which freed up even more space to give the new structure a roomier feel.

"There is nothing quite like it out there," said Jackson, who hopes to replicate the model in other downtowns. "It's a suburban solution to Orange County's growing urbanism."

The building was completed in 2000, before the current real estate boom, and it took about a year for all the units to sell, Tillotson said. The townhomes, which first sold for about $300,000 to $400,000, are now selling for $800,000.

Peter Andriet, 43, was one of the original buyers. The restaurant owner rented his unit out for about a year, but when he got married he showed it to his bride and the newlyweds decided to make it their home.

"I thought it was beautiful," said Lorraine Andriet, 30. "I didn't think there would be homes on top of these restaurants and shops."

The Andriets' neighbors include a yoga studio, a hair salon, four restaurants, a clothing store, a pet supply store, a gift shop, a real estate office, a UPS store and an ice cream parlor. They are on the first floor.

There are also four offices, including that of the Huntington Beach Convention and Visitors Bureau, on one side of the second floor.

The remainder of the second floor is where the townhomes are. The residential complex is separated from the commercial areas by gates and has its own entryways. The parking areas are also split -- for residents and shoppers -- with their own entrances.

The townhouses, painted in earth tones, have two stories. Some units have little balconies; others have back yards that abut the complex's alleyways.

The clicking sound of shoes against the brick-layered paths adds to the village feel. There is also a tiled water fountain in the main courtyard.

"From our unit," said Peter Andriet, "we can hear the fountain more than we hear the traffic."

The Andriets, like many of the other Plaza Almeria residents, were not looking for an urban experience. They consider themselves suburbanites, more concerned about safety than a happening night scene.

"I was just a little reluctant at first," said Silvia Harsi, 41, a real estate agent who moved here from a beachside bungalow two years ago.

"When you are up here, it feels like you are in a whole other place."

But living downtown has its advantages. Harsi is seven minutes from her office. There are plenty of shops, movie theaters and restaurants within walking distance.

Peter Andriet's restaurant is just blocks away. Between his home and his work is a Starbucks.

"Everything is right here," he said. "We never have to leave."

Lorraine and Peter Andriet, with daughter Grace, live above a downtown mall that has a yoga studio, a hair salon, a pet store and four restaurants.