FOR DECADES, a typical Northwest port city was funky charm wrapped around a stinky eyesore or two: in the cast of Bellingham, the now-defunct Georgia-Pacific pulp mill, where decay and demolition have left Stalingrad-like ruin.

The city's waterfront was a workshop. The bay was brown. The air was sweet and sour with fermenting wood chips. The beach was replaced by the railroad. Wetlands became the town dump, and wildlife was the stuff that happened at bars on paycheck Fridays. Bellingham Bay was so polluted that yachties used to moor their boats there for a night or two to kill marine growth on the hull.

Go back a few decades, and it would have been hard to believe national magazines like Outside would someday pick Bellingham as a "best place" to live.

Yet Bellingham was merely ordinary in treating the bay as its dirty back yard, not its glorious front porch. Go to historic towns such as Port Townsend, La Conner, Coupeville or Langley and you'll be struck by how all the early businesses faced away from what are today million-dollar views. Town beaches were sewers, offal depositories, the hangouts of rough men and women. Tattoos were of anchors, not rose petals.

Ron Ware, 66, began fishing in 1954 and now mainly helps mend the nets of friends who still go north to the Bering Sea. Port of Bellingham officials, he says, "want us to be the gateway to yachting."

So when the Port of Bellingham recently took title to the 135-acre pulp-mill site for "free" (in return for spending about $60 million in state and local money to clean up the left-over industrial mess) it was a startling commitment to rethinking the waterfront.

And Bellingham is not alone. Up and down Puget Sound, renaissance is going on down by the bay.

By 2011, Georgia-Pacific's treatment lagoon will be emptied of 350,000 cubic yards of sludge and turned into a marina. Mill buildings will become shops, restaurants and condominiums. Whatcom Waterway will host yachts instead of sawdust barges. Western Washington University may expand its campus onto part of the plant site.

Stalingrad will become Santa Cruz.

Within 20 years, today's eyesore is expected to be a vibrant urban core valued at up to $1 billion. It could double the size of downtown.

"Ports are reinventing themselves and forging a new economy," says Bellingham port director Jim Darling. "In 30 years in government, I've never been involved in a project that has so much community support." The bay's water is rapidly cleaning, wildlife is returning, and the city and port are cooperating on park and development projects from Squalicum Harbor to Fairhaven.

As Seattle prepares to rethink its central waterfront once the Alaskan Way Viaduct comes down, it will have a lot of neighbors to learn from. Bremerton, Everett, Tacoma and Olympia are also busy making purses out of pig's ears.

Cobbling together money from port budgets, private investment, state and federal pollution cleanup grants, federal aid from congressional powerhouses such as Tacoma-Bremerton Rep. Norm Dicks, and even Homeland Security improvements, each city is betting the reformation will pay for itself through increased business and tax revenue.

Bremerton's naval past and commercial future intersect along the waterfront behind a new convention center where new fountains splash near the USS Turner Joy. The propeller sculpture on the right honors a century of shipbuilding at the Bremerton Naval Shipyard. New condos are planned for the neighboring property.

Bremerton is determined to turn its overlooked downtown into a residential and arts center that's faster to downtown Seattle — by passenger ferry — than Kirkland is by car. Tacoma is remaking its Foss Waterway, part of the Commencement Bay Superfund site, into a pleasure-boat corridor next to condominiums, restaurants and museums. Everett's waterfront ambitions include reclaiming the Snohomish River bank as well as its bay.

Port Townsend is building on its reputation as a wooden-boat maritime center; Edmonds hopes to reclaim its watery heart when the ferry dock relocates a half-mile south; Port Angeles wants to extend its waterfront trail system.

At the state capital, Olympia has a new marina, trails and office buildings on the peninsula that juts into Budd Inlet.

"One of my favorite areas in the world is Vancouver's Granville Island," says Bob Van Schoorl, president of the Port of Olympia commission. "I want mixed use like that here." A 150-slip marina addition just opened, a new restaurant and park are planned at the north tip of the city's industrial peninsula, and 17 acres closer to downtown are being marked for stores, offices, an event center and maybe condominiums.

The public is getting its waterfront back. At the same time, the stevedores of "On the Waterfront" are morphing into sophisticated crane jockeys, efficiency experts, marina managers and restaurateurs. It's enough to make a gillnetter or tug jockey a little seasick.

Yes, old jobs are being squeezed out for new, and the reason is economic necessity. After Washington created public ports early in the 20th century to keep waterfronts from being monopolized by the railroads, every community with a decent bay could depend on some kind of commerce from fishing, log exports and what the industry calls break-bulk cargo, or stuff that doesn't fit easily into containers, from wheat to automobiles. The water was where you went to work, not to live or play.

So while Puget Sound has 2,500 miles of shoreline, nearly enough to stretch across the United States, most is in private hands or inaccessible. Much of the Sound's eastern shore remains occupied by railroad. Typical downtowns are a block or two removed from the untidy water, thank you very much. The upshot: In the cities where most people live, the waterfront was essentially walled off.

THE ARRIVAL OF the 20- to 40-foot-long metal shipping container in the 1960s and '70s changed everything. Suddenly cargo could be lifted directly from ship to rail or truck without labor-intensive unloading and repacking. Yet containerization needed big ports with lots of room, good rail and highway connections, and deep water for ships that have doubled capacity in the past 20 years. "Deep water on industrial land is pure gold," says Port of Tacoma spokesman Michael Wasem.

Speed and size are the watchwords. Ships that once took three weeks to cross the Pacific now make the trip in 10 days. Crews that once were in port two weeks now stay just 36 hours. Because of Homeland Security, many are confined on board. Ships that were 500 feet long now approach 1,000, or as long as an aircraft carrier, and have up to 20 feet deeper draft.

The upshot is that while Puget Sound gets more than 3,500 civilian ship visits a year, container ships go largely to just the two biggest ports, Seattle and Tacoma, because they have the depth for the new ships, land for cranes and containers, and good rail. The Navy has taken the best deepwater at Everett and Bremerton.

While the remaining ports still compete for cargo such as aluminum, steel, wood, stone and food, the fact is that most docks — including Seattle's own historic warehouse piers — are underused.

"Today, finger piers are virtually useless" for major cargo, says Port of Tacoma director Timothy Farrell.

Fishing, logging and break-bulk cargo have all declined. The jobs once supported by shipping have disappeared. But in their place are jobs in recreational boating, charters, tours, restaurants, hotels, stores and the construction and maintenance of condominiums.

"It's the next chapter," says Pat Jones, director of the Washington Public Ports Association. "We're trying to adapt to modern economic conditions."

Bellingham Mayor Mark Asmundson says the Georgia-Pacific acquisition will extend the city's downtown right to the water. "It's of regional and statewide significance because this is such a spectacular piece of property." Successful redevelopment of the mill site could both heighten the city's "best place" image and serve as a national model for economic redevelopment.

It also makes environmental sense, he says. Waterfront housing concentrates population in existing urban cores, taking pressure off fast-developing Whatcom County farmlands.

Meanwhile, notes port environmental director Mike Stoner, the port is working with state and federal authorities on 20 different sites, in the water and off it, to clean up industrial pollution. The new waterfront tenants want clean water.

The Taylor Street Dock extends out into the bay next to the upscale ­Chrysalis Inn and Spa at the Pier near Fairhaven in Bellingham. The walkway gets people to the water on a shoreline dominated by railroad tracks.

City government has joined the reclaim-the-waterfront movement. Near the Bellingham suburb of Fairhaven, a new luxury waterfront hotel called Chrysalis has opened adjacent to an innovative way to get people across the railroad tracks. The city parks department has built a 1,500-foot pier/walkway paralleling the tracks, but over the water, that ties Fairhaven to downtown via the 2-mile-long South Bay Trail. Since opening last September, it has become Bellingham's Green Lake or Burke-Gilman, jammed with walkers and bicycle commuters.

Taking a different tack, Port Angeles and Anacortes have turned former waterfront rail lines into new walking paths along the Strait of Juan de Fuca and Fidalgo Bay, respectively.

While Bellingham's makeover is ambitious, the true frog prince of Puget Sound is Bremerton, where a new and energetic mayor and the Navy Yard's willingness to surrender some property to make a park buffer for Homeland Security has spurred approximately $500 million in public and private development.

A symbolic vote of confidence was the arrival of downtown's first Starbucks, next to the ferry terminal. Four seven-story waterfront condominiums are planned, and an impressive 45 of 78 units have been reserved before anyone has lifted a single shovelful of dirt. Another 66-unit waterfront condo nearby is also planned, at least a third of those expressing interest coming from Seattle.

"We're drawing from younger Seattle folks who don't mind the ferry commute," says Linda Browne, director of marketing for Ryness Companies, which is representing the developer.

Why?

"There's not much waterfront left."

On the way are new office and civic buildings, as well as an over-the-water "Harborside Boardwalk" that ties into a trail similar to Bellingham's. Swift passenger ferries and the second Narrows Bridge have the city poised for a boom, linked to Seattle and Tacoma.

Leading the charge is Mayor Cary Bozeman, a former mayor of Bellevue who moved to Bremerton in 1993. While the Navy Yard seems physically frozen in 1945, downtown is reinventing itself for the 21st century.

"There's been a brain drain going on for 25 years," Bozeman says. "Now people are coming back. We've got cheap real estate, no traffic and good schools." Plans include a naval museum to open this year, a marina scheduled for completion in 2007, and a recently opened conference center and hotel.

The Vietnam-era warship USS Turner Joy, a tourist attraction on Bremerton’s waterfront, will be moved for a new marina under development.

Everett, another city with a reputation more for grit than for glitter, is also planning to remake itself. The eventual goal is to have a network of trails, parks, wetlands and public-access amenities such as marinas that extend from the Mukilteo ferry dock north along the Everett saltwater frontage and then east and south along the Snohomish River. It would re-identify Everett as a peninsula city by uniting it with two shorelines. Sixty acres of log and landfill space, just east of Interstate 5 and best known for a long-burning tire fire years ago, is meant to become a retail, office and housing complex.

Foss Waterway, once a polluted eyesore, is being remade into an urban magnet thanks to ­Tacoma's Museum of Glass, left, the old Albers Mill that is now loft rentals, and a new suspension bridge.

North of Everett marina — the second-biggest on the West Coast — some 660 condominium units are planned around new pleasure-boat docks.

While a new sawmill is planned for Everett, too, "We're not the city of smokestacks anymore," says senior planner Graham Anderson at the Port of Everett.

Gesturing across Port Gardner Bay toward the Olympic Mountains, city spokesperson Kate Reardon gets to the real draw: "People are finally looking out and realizing how beautiful it is."

CAN THIS KIND of gentrification really work? The ultimate test may be Tacoma, determined to remain one of the nation's largest industrial ports while giving the downtown that overlooks it a seeming near-impossibility: a livable, walkable waterfront.

From Johnny's Dock Restaurant diners look across the Foss Waterway to the Museum of Glass, part of the revitalization that is transforming downtown Tacoma.

Foss Waterway is the westernmost of the saltwater fingers dug into what was once the delta of the Puyallup River. A polluted eyesore for years, Foss now has promenades and pleasure boats. While still a work in progress, it shows what is possible. From the deck of the venerable Johnny's Dock restaurant, diners look across at the Washington State History Museum, Museum of Glass, condos and apartments, a University of Washington sub-campus and a convention center. A streetcar links the Tacoma Dome to downtown.

Now city and port are trying to create a boundary, a transition zone, between yuppie and longshoreman. "We've seen ports around the world cease to exist because of gentrification," says the port's Wasem. "The busiest port on the West Coast used to be San Francisco."

Old mill pilings emerge from Commencement Bay in Tacoma as a sculptural reminder of the waterfront's gritty industrial past.

The Port of Tacoma, which feeds Asian goods to destinations as far away as Minneapolis and Chicago, provides 28,400 high-paying jobs. It has also invested $150 million in cleaning up Commencement Bay. The city, meanwhile, wants the water to help give impetus to its continued revitalization of downtown.

The proposed compromise is to limit residential construction to within 200 feet of the Foss eastern shore and then create a buffer of restaurants and retail between the homes and industry.

Industrial lighting, noise and the future of Foss Waterway tank farms are among the knotty issues.

But cooperation is replacing what once seemed inherent conflict. "I honestly feel there's real interest on the part of the city and port to make this happen," says port commissioner Connie Bacon.

Yet just as homeowners bid to live on the water, so do businesses. As we rethink our attitudes toward the water, conflict will inevitably arise between marine industries that can be noisy, messy and bright and those who want boardwalks, cafes and kite flying. The biggest testing ground will be Seattle.

Diane Sugimura, the city's director of planning and development, has been leading a community planning effort on the city's central waterfront for two years, with a draft plan due this fall. Operating on the assumption that the Viaduct is coming down, the issue is what to do with the new openness between Pier 48 on the south and Myrtle Edwards Park on the north.

The surprising answer is, not as much as you think. "There's not a huge amount of developable land that will become available," she says, because the surface boulevard along the waterfront is expected to remain. Most likely is that existing buildings that now turn their backs to the noisy elevated freeway will open up and add on to their new waterfront-view side.

Many of the historic piers would remain. Changes include rebuilding the Colman Dock ferry terminal to allow more retail by adding stories, installing the Sculpture Park in Belltown at the opposite end, and redeveloping the city-owned Piers 57 to 63 opposite the Pike Place Market. Tentative plans are to build a bridge between the piers and the Market to better link the retail core to the waterfront.

"We don't want it to be just a tourist place, but a place where Seattle residents shop," Sugimura says. "We feel if it's attractive to locals, visitors will like it, too."

Proposals to convert industrial Terminal 46 opposite Pioneer Square to commercial and residential are on hold for now. Similarly, the Interbay and Ballard industrial areas are designated to continue as they are.

Seattle, in short, hopes to retain a balance between industry and the downtown core, while reuniting the metropolis with its marine past.

This hunt for balance could make the 21st century more livable than the 20th, as post-industrial Puget Sound gives ordinary folks a chance for everyday marine intimacy. In short, we may all develop a connection to the water that hasn't been as strong since Salish Indian longhouses once fronted the region's beaches.

William Dietrich is a Pacific Northwest magazine staff writer. Alan Berner is a Seattle Times staff photographer.