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Leftovers aren't always junk.

In this era of reusing and recycling, more cities are looking at their old stuff -- industrial buildings, abandoned neighborhoods and leftover rights of way -- and coming up with creative new uses for them.

Three cities, San Diego, New York and Toronto, are taking different approaches to their architectural remnants. In California, a reinvented Navy base makes a great starting point for a family vacation. In Toronto, a former distillery has become an incubator for the city's arts community, and a perfect day out for visitors. In New York, an abandoned railway line is now the city's hippest promenade, knitting together art galleries and gourmet dining with a wonderfully democratic flair.

San Diego: Liberty Station

San Diego's Liberty Station looks like a college campus between terms. Wandering through this brand-new neighborhood built on the remnants of a closed military base near the airport, you find vaguely early-20th-century architecture, gorgeous landscaping and walkable streets, placing townhomes and schools right next to a restaurant complex and arts incubator designed as a series of pedestrianized plazas. Then you realize that, aside from a few teenagers heading home from school, you're the only human being in sight. It's a little spooky.

I'd recommend overlooking the spookiness, because Liberty Station is a perfect home base for families visiting San Diego. The whole family-travel package comes together at the local Homewood Suites (2576 Laning Rd; tel. 619/222-0500; www.homewoodsuites.com; rates from $134), a Hilton spinoff that caters to both tourists and folks staying a few weeks to work at the nearby military base. Located in San Diego's newest waterside park, they've got roomy two-bedroom suites, plentiful parking, a pool and a hot tub, and state-of-the-art playgrounds a short walk away. Sea World, downtown and the zoo are all about a 15-minute drive away.

Homewood Suites seems to specialize in free everything: high-speed Internet, hot breakfast, a high-school-cafeteria-like free hot dinner five nights a week, and even a free grocery-shopping service, though I found the 15-minute walk to the nearby Trader Joe's and Von's both peaceful and pleasant. A range of casual-dining restaurants are literally steps from the hotel if you don't feel like walking, driving or cooking.

Liberty Station still feels a bit sterile -- must be that lack of streetlife -- though there are plenty of places for families to play in the immediate neighborhood. The Liberty Station developers are working on an arts incubator at one end of the neighborhood (www.ntcpromenade.org/resident-organizations.php), but it's mostly still incubating. I found a more fully-developed ambience a 20-minute walk (or two-minute drive) down Rosecrans St. in the historic, nautically-flavored Point Loma neighborhood, where the independent Reds coffee shop (1017 Rosecrans St; tel. 619/523-5540; www.coffee4thepeople.com) and Con Pane Rustic Breads & Cafe (1110 Rosecrans St; tel. 619/224-4344) bracket quirky used bookstore Point Loma Books (1026 Rosecrans St; tel. 619/226-2601).

Quiet as it is, Liberty Station is a heck of a lot more pleasant than staying in the freeway hell of Hotel Circle. It's more family-friendly than downtown, and the Homewood Suites offers more value than the older hotels in Old Town. Maybe Liberty Station won't be hip any time soon, but this former military base makes a terrific home base.

Liberty Station is tucked behind San Diego Airport off North Harbor Drive. You can find out more at www.libertystation.com or www.ntcpromenade.org.

New York City: The High Line

Like so much in New York, the High Line (www.thehighline.org) is now almost mythological: an abandoned railroad line coursing over once-deserted Manhattan streets, now turned into a park. It has even inspired a children's book (The Curious Garden, by Peter Brown.)

Less true park than promenade, the High Line knits together some of New York's buzziest, most fashion-forward spots by weaving over, under, around and through. Photos are deceiving; there's surprisingly little greenery on the High Line, and you can't actually walk on the grass. But the people-watching, and wandering, is to die for.

In true New York style, there's a little bit of the High Line for everyone. Toddlers run laps in the confined space. Models recline on giant wooden armchairs. French tourists sit on benches, trying to figure out which of the dozen nearby high-end eateries offers the best brunch. Exhibitionistic couples show off (or so I've heard) in the windows of the Standard Hotel (848 Washington St; tel. 212/645-4646; www.standardhotels.com), which appropriately straddles the park.

My frequent afternoons on the High Line always end with a stop at Chelsea Market (www.chelseamarket.com), a food and shopping concourse in an old Nabisco factory literally under the new park at 15th Street and 9th Avenue. Home to super-expensive restaurants Morimoto and Buddakan, Chelsea Market also has plenty of options for the less well-heeled. I like grabbing a hunk of bread or a sandwich at Amy's Bread, an on-site bakery which also supplies many Manhattan restaurants.

Like Liberty Station, the High Line is still incomplete. It's only open from Gansevoort (think 12th) to 20th Streets (the full plan extends up to 34th Street) and it's missing a planned signature water feature, which would be great for kids to dabble their toes in during the summer. But whether you're checking out the nearby Chelsea contemporary art galleries, waiting for a taping at the Food Network (whose studios are in Chelsea Market) or just want to wander amongst the beautiful crowd, it's already a classic New York destination.

Toronto: The Distillery District

Ah, Toronto, city of moderation. Given a 45-building historic distillery complex, residents of Toronto The Good neither turn it into a quiet residential neighborhood or a purely tourist attraction; rather, it becomes a well-balanced day out full of art galleries and design-oriented furniture shops, which we rate as a three-star attraction.

It's a little bit outdoor shopping mall, a little bit gallery district, and a little bit arts incubator. Lileo (www.lileo.ca) in Building 35 and Monte Clark Gallery (www.monteclarkgallery.com/Toronto.html) in Building 2 showcase particularly impressive art and design. The highest concentration of art is in the Case Goods Warehouse building, a long rectangular structure with more than 40 working artists' studios, all at least sometimes open to the public. Given Toronto's cold climate, the warehouse serves an important role as a good place to wander in out of the weather.

The Distillery District's restaurant selection took a major hit when Perigee, one of the best restaurants in Toronto, closed in April. With Perigee closed, the remaining places are of middling quality and industrial scale; not hideous by any means, but not necessarily worth calling out. The one spectacular food choice remaining is the slightly misnamed SOMA Chocolate, which according to Frommer's author and Toronto native Hilary Davidson has attracted a cult of followers for their chocolates and ice creams. I've had them; they're that good.

The Distillery District (www.thedistillerydistrict.com/frameset.html) is at Mill and Parliament streets just east of downtown Toronto; take the King Street streetcar to Parliament Street and walk two blocks south.