All the world's a stage at San Francisco's favorite shopping stop

This year, shopping is especially sweet at the heart of SanFrancisco's retail district, with the remodeled Union Squarestarring as a prettier, sleeker holiday queen.

The goddess Victory, modeled after Alma Spreckels and perched onthe towering 1903 Dewey Monument in the middle of the square,remains in her original glory. But the $25 million update, unveiledin July, has a wider expanse of patterned granite hardscape, withgreenery relegated to the perimeter. The dark, overgrown hedgeshave been removed, allowing freer access.

In effect, the new Union Square is like a stage in the middle ofthe city, with shoppers as the actors.

So with all eyes watching, get into the spirit: Walk thesquare's perimeter for unrivalled window-shopping. Check out thegiant toys at FAO Schwarz (48 Stockton St.; 415/394-8700). Ogle thesquare's 80-foot-tall fir, lit November 29. (Candle lightings takeplace every night November 29-December 6.)

For true fête-ing, get out your hat and gloves forafternoon tea at Rotunda, Neiman Marcus's atrium overlooking the store's ownbedecked pine (150 Stockton; 415/362-4777). Or splurge on anelaborate three-tiered high tea, with or without a glass ofsparkling wine, at the Compass Rose in the opulent Westin St. Francis (335 PowellSt.; 415/774-0167).

For excellent lunch or dinner fare that's a bit more casual, Kuleto's (221 Powell; 415/397-7720) is a good choice, withclassic Italian and California dishes. Sit at the long Italianmarble bar (it survived the 1906 San Francisco earthquake beforebeing moved to this location), and soak up the convivialatmosphere.

Local workers duck into Mocca for delicious lunches (175 Maiden Lane; 415/956-1188).Nearby, you can view Frank Lloyd Wright's sole San Franciscobuilding, now an art gallery, Xanadu Gallery: Folk Art International (140 Maiden Lane;415/392-9999). The swirling interior has been likened to Wright'slater design of New York's Guggenheim Museum.

Feast on an opulent dinner at the underwater-themed Farallon (450 Post St.; 415/956-6969), or enjoy elegant,upscale comfort food like salmon with buttermilk mashed potatoes atScala's Bistro (432 Powell; 415/395-8555).

For nightlife, try Biscuits & Blues (401 Mason St.; 415/292-2583). Or visitthe square's new half-price ticket booth for discounts at the manygood theaters nearby (TIX Bay Area; 415/433-7827). After spendingyour day on a kind of stage, it might be refreshing to take abackseat in the audience.

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