When the Pearl Brewery in San Antonio shut down in 2001 after 120 years of operation, it left behind a 22-acre, asphalt-covered site in a crime-ridden part of town. The nearby branch of the San Antonio River was little more than a polluted creek dotted with encampments of homeless people. But local businessman Christopher 'Kit' Goldsbury was looking for an interesting project, having sold his previous business'Pace Picante sauces'for $1.1 billion a few years before. He asked real-estate consultant Bill Shown to evaluate the Pearl property. 'I told Kit, 'Don't walk away from this, run away!' ' recalls Shown. Goldsbury didn't listen.

Twelve years later, the Pearl Brewery has become a thriving, mixed-use complex with restaurants, a branch of the Culinary Institute of America (CIA), a weekly farmers' market, office space, and a growing number of residences. The formerly dank waterfront is now part of San Antonio's famed River Walk with a park, an outdoor amphitheater, and a restaurant, La Gloria, serving fantastic Mexican street foods. Crime in the area has dropped dramatically. And Shown now works as managing director of real estate for Goldsbury's company, Silver Ventures, overseeing the development of a project he originally thought was hopeless. 'I looked at all the problems,' says Shown. 'But Kit saw the place's incredible history and had an intuitive feel for the opportunity.'

After buying Pearl, Silver Ventures hired Lake|Flato Architects to design a master plan for the site and help figure out what to do with all the tanks, bottling equipment, conveyor belts, and cranes in the 10 million cubic feet of building space. It took one year just to inventory everything and two years to develop a vision of what the place could be.

'It was two miles from downtown and two miles from the closest residential area,' says David Lake, the partner in charge of the project at Lake|Flato. 'It was a no-man's-land, so we needed to give people a driving reason to go there.' From the start, the owners and architects wanted to create a place for San Antonians. 'The River Walk and much of downtown had been ceded to visitors,' says Shown, 'so we tried to make Pearl as local as possible'local businesses, local customers, and no national chains.' Lake recalls: 'We kept asking ourselves what would bring people to Pearl on a regular basis, and we kept coming back to food.'

He and his team visited a number of places where old complexes had been successfully repurposed'including the Distillery in Toronto; the Pearl district in Portland, Oregon; the Ferry Building in San Francisco; and Granville Island in Vancouver, British Columbia. Granville Island seemed to offer the best model for the Pearl Brewery, says Shown, because of its distance from downtown; its mix of food, retail, and commercial uses; and its mostly unremarkable industrial buildings set in a landscape that uses varying surface materials rather than curbs to separate vehicular from pedestrian circulation.

To convert the isolated industrial campus into a lively urban district, Lake|Flato introduced a new street grid, reduced the width of some existing streets, shrank the ocean of surface parking into smaller lots, and planted more than 500 trees. 'When we started, there were five healthy trees on the entire site,' reports Lake. The architects removed an old warehouse so people arriving on Pearl Parkway could admire the Brewhouse, an 1894 building topped by a cupola and a mansard roof. They also applied a broad range of sustainable-design strategies that included using permeable pavers, creating new bioswales, generating energy with photovoltaic panels on many roofs, and recycling rainwater stored in old brewing vats.

Driving the entire project are three key functions: food-oriented activities, education, and Latin American culture. The developers persuaded the CIA to focus its branch here on Latin American cuisine and helped local chefs such as Johnny Hernandez and Jesse Perez set up their first restaurants. Right now 10 restaurants and bars are scattered around the complex, so food is never far away. The first tenant to move in wasn't food-related, but the Aveda Institute, which provides training in beauty and grooming skills, brings people to the site on a daily basis. Another early component was an old horse stable converted into a venue for catered events. With the Full Goods Warehouse ('full goods' being bottles filled with beer), the architects created a mixed-use facility mostly through subtraction'removing part of the huge steel-frame structure and slicing breezeways through the remaining portion to create spaces where people can eat or congregate before events hosted by office tenants like the local chapter of the American Institute of Architects. Future phases will include a hotel attached to the Brewhouse and more apartments.

'We said we'd be a success when people don't see Pearl as a development but as a place,' says Shown. And in a sign that everything goes in cycles, plans for renovating the Brewhouse will include a microbrewery.

Size: 475,000 square feet in 21 buildings

Cost: withheld

Completion date: ongoing