MINNEAPOLIS -- With the Mississippi River as a glimmering backdrop, the Wild Goose Chase Cloggers were kicking up their toes and heels to the accompaniment of the Yard Buzzard String Band -- entertainment that would be considered niche if you were anywhere but in the upper Midwest.

At farmers market booths nearby, the folks at Edna's Caramels were dispensing superb artisanal candies that had been ''handmade in small batches,'' according to the label, while the guys from Town Hall Brewery were dispensing samples of Petunia's Pumpkin Ale from little brown jugs. Theatre-goers were arriving for concurrent matinees of Jane Eyre and The Home Place at the stunning Guthrie Theater.

It was a vibrant scene that would have been unimaginable in Minneapolis just a few years ago.

The banks of the Mississippi River had long been the city's industrial epicenter, where a modest 50-foot waterfall powered flour mills -- Pillsbury and General Mills notable among them -- that ground up the bounty of the nation's breadbasket. When the mill operations began to move elsewhere in the last 40 years, this became the gritty domain of the city's down-and-outers.

It wasn't until the early 1990s that Minneapolis began to rediscover its riverfront, and the resuscitation of the region is an urban success story of profound proportions.

A REASON TO RETURN

The two most significant prongs of the effort are the Mill City Museum, established in 2003 in the burned-out hulk of the Washburn A Mill (birthplace of General Mills), and the Guthrie Theater's relocation here in 2006. These impressive institutions have given residents and visitors a reason to return to this neighborhood, there to find a fair-weather farmers market, the 1.8-mile St. Anthony Falls Heritage Trail, the pedestrian-only Stone Arch Bridge (once used by trains hauling off the flour), and the postcard charm of Nicollet Island.

The Mill City Museum is an ideal place to begin any exploration of this neighborhood, because it provides an enthralling overview not only of Minneapolis' milling heritage, but of the city itself.

The 1880 building was gutted by a fire in 1991, but after the surviving walls were stabilized, an exhaustive restoration was undertaken. Today, visitors can stand in the courtyard of the mill and gaze up at stone walls that frame an open sky. In the mill's heyday, the river drove eight floors of machinery around the clock, grinding enough flour to make 12 million loaves of bread in a single day.

There is an open-air observation deck at the top, providing a sweeping view of the river and the opposite bank -- where the rooftop sign of rival Pillsbury seems vaguely taunting.

The museum exhibits are housed in a room of thick walls and a musty smell. Here, you learn of the products that prodded a generation of housewives to do more baking and dish up more flour products: Bisquick, Malt-O-Meal, Betty Crocker Cake Mix. A baking lab on the premises regularly dispenses platters of cookie and cake samples.

Right next door is the Guthrie, an eye-catching dark-blue edifice with towering, shadowy portraits of Chekov, O'Neill and other famed playwrights. For more than three decades, the theater operated adjacent to the Walker Art Center across town, and gained a stellar reputation for its productions of classic plays and edgy contemporary works.

The relocated theater also offers a restaurant and lounge. The view is spectacular from a unique feature of Jean Nouvel's design -- the ''endless bridge,'' which cantilevers 178 feet toward the river and offers a 180-degree perspective from its open-air platform.

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