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MIDDLETOWN -- The city seems to be enduring a midlife crisis.

Like a person seeking to regain the vigor of youth, Middletown is grabbing hold of hundreds of "happening" acres -- boosting its ego and its image, while trying to put its life history into perspective. "Middletown is getting a second chance at life -- and that's something a lot of cities never get," said George Crout, a historian and author who has lived nearly all of his 81 years in the city.

Middletown has been known as a steel town for more than half of its 161 years of cityhood.

The American Rolling Mill Co. was founded here in 1900. Later known as Armco Inc. and now as AK Steel Corp., the company remains the city's largest employer.

Although the steel industry continues to play a vital role, Middletown is changing into something more, says Neal Barille, the city's director of development.

"We are beginning to diversify and play a role in the larger economy," Mr. Barille said. "Cities are constantly going through transitions. That's what cities do."

Tired of watching its retail businesses abandon downtown and move eastward, Middletown began a series of long, bitter battles for land near Interstate 75 and Ohio 122 -- and triumphed.

Between 1990 and 1997, this Butler County city annexed more than five additional square miles -- some of it in neighboring Warren County -- and has enjoyed the fruits of that land's explosive growth.

During that period, the city's commercial real estate values increased more than 60 percent; income tax revenues climbed 40 percent; the unemployment rate dropped nearly 4 percentage points, to about 5 percent; its population grew 15 percent, now exceeding 54,000; and its number of housing units grew nearly 18 percent.

Nevertheless, in Mr. Crout's view, city leaders and others are foolishly fixated on reviving the downtown area, when they ought to be riding the I-75 wave of development for all it's worth.

"There's no urgent need to do anything about the downtown right now. Time will take care of that," he said. "But there is an urgent need to do something about the congestion around the East End (I-75 - Ohio 122 area) -- and maybe add another entrance onto the interstate." Mr. Barille says, however, that both areas demand attention.

"We're looking at both the downtown and the I-75 areas as opportunities for development in this community -- and to ignore one of them would be to settle for half a loaf," he said.

Two extremes

Separated BY about five miles, the downtown and I-75 areas differ in almost every significant way imaginable.

The I-75 artery pulsates with motorists; a sea of familiar fast-food signs beckons hungry travelers to stop. Less-harried folks linger at trendy, casual chain restaurants such as Damon's, the Olive Garden or Applebee's Neighborhood Grill and Bar. Shoppers head for Towne Mall and its major department stores: Sears, McAlpin's and Elder-Beerman.

But there's nothing distinctively "Middletown" about that area; it could easily pass for one of any number of interstate exits. Meanwhile, downtown boasts some beautiful, old architecture -- especially among its churches and in the nine-block-long South Main Street historic district. The district showcases nearly a dozen different architectural styles, dating from the 1820s to the 1920s.

The area, Mr. Crout says, was home to millionaires and "was once one of the richest streets in Ohio." Many of its residences have been lovingly restored, with the help of a group called PRISM -- Preservation, Restoration, Improvement of South Main -- which has been at work since the mid-1970s. "To many visitors, these areas represent the community's image more than shopping centers or strip malls," the latest PRISM newsletter says.

There's also the stately Manchester Inn, 1027 Manchester Ave., alongside the American-flag-lined City Centre Plaza. The plaza's other neighbors are city government offices and Arts in Middletown, which officials tout as one of the region's most vibrant incubators of the arts.

Other pluses: the public library; the 100-acre Smith Park; the municipal airport, whose runway is the region's third-longest (behind those in Cincinnati and Dayton); and the Whistle Stop Shop, a railway station that's now a gift shop, at Central Avenue and University Boulevard.

But there's a down side of downtown.

City's dark side

For starters, it's sprinkled with defunct factories and empty storefronts.

And Central Avenue, although adorned with turn-of-the-century-style lampposts, offers a less-than-ideal setting for its charming antiques shops.

They're strangely juxtaposed with enterprises like a tattoo and piercing parlor, auto parts stores and taverns.

Eateries are few and far between, and there are no major department stores; one of the most visible businesses is Richie's Pawn Central, with its giant yellow letters against a forest-green background. Richie's sits next to City Centre Mall -- and anyone who steps inside the enclosed mall can easily see why it has struggled since it was built in 1973. Its interior is dark, cavelike and, in a word, uninviting. A number of the mall's spaces are vacant. Swallen's department store is boarded-up with plywood.

But there is one big bright spot: a majestic fountain spouts high in the rotunda, toward a skylight that provides a dramatic lighting effect on sunny days.

There's been talk of removing the roof from the City Centre, in hopes of making the shops more accessible and attractive. But avid mall-walkers hate that idea.

Elise Miller, 43, who works at the nearBY YMCA, begrudgingly concedes, "The downtown just doesn't have much to bring people down here anymore. It would be nice to see the downtown come back, but I don't think it will happen."

Whoa, says Mr. Barille, the development director. Don't write downtown's obituary just yet. "We've recently seen a strengthening of the downtown real estate market," he said.

Private investments in downtown have totaled $25 million in the past five years, Mr. Barille said, adding that the downtown area appeals to certain types of businesses that don't depend on high visibility for success, such as professional offices.

"And they can get very, very attractive space that's built in a way they don't construct any more -- at very, very reasonable prices," Mr. Barille said.

Further, developers are working on converting vacant business spaces to second-story loft apartments, he said, and numerous revitalization and improvement projects are planned.

Growth in the north

Much of the city's residential growth is now occurring along Breiel Boulevard's northern section.

There, spacious homes are situated amid rolling hills, gracefully curved streets and towering shade trees. It all combines to offer a secluded atmosphere that's quickly accessible to other parts of town.

Many of the newer sections are attracting professionals who work in Cincinnati or Dayton but choose to live in Middletown, which is almost equidistant between those cities, Mr. Crout, the historian, noted.

While older Middletown houses aren't as large or as pricey as the newest ones being built, they're still in beautiful residential neighborhoods, with only a smattering of dwellings in ill repair, Mr. Crout said. "Because of that, it's been called "the city with no slums,' " he said.

"I think Middletown's been greatly underrated in this region," he said.