ourists, with their sensible sneakers and no-neck children, lining up like lemmings to get a glimpse of Matt and Katie at the Rockefeller Center fishbowl, have turned the better part of Manhattan's Fifth Avenue into the Mall of America. With the avenue's S.U.V.-choked traffic and an Ann Taylor and a Gap on every corner, you might as well window-shop in Minnesota.

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For the real Fifth Avenue, head to Brooklyn's -- a stretch of 116 blocks of bona fide New York City living, and not a tourist in sight. As you stroll south from Flatbush Avenue all the way to 101st Street, you sense the myriad layers of race, ethnicity and class: from the rich, boho yuppies who have settled in Park Slope to the Dominicans and Puerto Ricans who first made their homes in Sunset Park in the 50's to the Italians and Irish who now share their piece of America -- Bay Ridge -- with Arab neighbors. Along the way you'll feel a constant tug between old and new, like the city itself. Manhattan's rent refugees may have their sake bars, but they are wedged between Italian social clubs and faded bodegas. Karaoke nights abound at stylish new lounges, but nothing can drown out the heavy salsa beats that thump from the sidewalks.

''Fifth Avenue was the Mason-Dixon line for Park Slopers back in the 70's,'' the local real estate czarina Peggy Aguayo says of the strip of Fifth that begins at Sterling Place and ends around 12th Street. ''If you lived on Fifth Avenue or below, you were out of your mind. But I wasn't intimidated.''

Neither are the hip East Village escapees who cross the river and shop at vintage stores like Harold and Mod. There, Bud Cort could exhume one of his collegiate cord blazers, or a pair of Fred Perry kicks for that neo-geezer look. Down the block at Beacon's Closet, the local prep-school girls spend Friday afternoons shopping for Pat Benatar T-shirts in hopes of sweeping past the bouncers at CBGB.

Pretty young things with a bigger allowance pop into the Diana Kane lingerie shop, which the owner, Diana English, has stocked with lacy underpinnings by Only Hearts and Cosabella. ''Vendors get so excited when I tell them my address is on Fifth Avenue, but then I tell them the Zip, and there's this sigh,'' English says and laughs. ''But it's changing.''

You can tuck into meatballs and spaghetti with ''Grandma's meat sauce'' at Aunt Suzie's (a culinary pioneer dating all the way back to 1987), but four-star chefs have also begun to storm this stretch of Fifth Avenue. At Al Di La Trattoria, the Venetian country food -- in particular the malfatti gnocchi, a heart-stopping combination of Swiss chard, ricotta, sage and nutmeg -- is otherworldly. Unlike Manhattan's Blue Ribbon, the Brooklyn outpost has a short wait for a banquette. The menu offers bone-marrow-and-oxtail marmalade, but the Park Slope moms (free of sippy cups and Maclaren stroller duty) tend to stick to the towering plateaux des fruits des mer.

But repeat business is a challenge with so many culinary options: there are the standard tobacco-stained bistros, like Moutarde; one too many Thai fusion joints; roasted pork panini at Press 195; and even a Japanese tapas bar, Tamari, where you can nibble on tuna carpaccio. For postprandial entertainment, Southpaw has musical acts from electronic hip-hop groups to New York garage-band favorites like the Mooney Suzuki and the Dictators.

The avenue's newfound glossiness reverts to grit near 12th Street. Rainbow shops (for your Juicy Couture-style track suits), 99-cent stores and Dominican botanicas (their cloudy windows filled with Virgin Mary statues, ferns and bottles of ''Love Me'' oil) abound. Jeffrey, in Manhattan, may have Manolos, Murano glass and a D.J. all under one roof, but where else can you pick up a rock-garden fountain, a bag of pork rinds and a ''mink'' blanket (that at $19.99 looks delightfully like a Michael Kors fur beach towel), all on the same block? Mexx Beauty Supply is owned by Koreans, staffed with Dominicans and serves every ethnic group in between, as well as a drag queen or two. Men wait in double-parked cars, with Latin radio stations thumping, while the women browse. To ghetto-fabulize your new look even more, pop into Lucky Jewelry, for a nameplate necklace or a St. Francis pendant the size of a hood ornament. Carnivorous chowhounds can fuel up on the goat meat and cow's-brain taquitos at Taqueria D.F. at 23rd street.

t 24th Street, the shops stop, and Green-Wood Cemetery appears like a 478-acre oasis. Beyond its Gothic gates lie some of the merchant princes from the more famous Fifth Avenue: Louis Comfort Tiffany, F.A.O. Schwartz and those button-down brothers, Daniel, John, Elisha and Edward Brooks.

Farther into Brooklyn, you enter the chaos that is Sunset Park. Mexicans fry up heart-shaped empanadas, Middle Eastern men peddle bootleg DVD's and Chinese guys lure passers-by into their kiosks for cut-rate deals on calls to Port-au-Prince, Santo Domingo and New Delhi. At 66th Street, no doubt tired of the walk, you can pick up a new X series at the shiny BMW dealership nestled under the Brooklyn-Queens Expressway. The car would be perfect for tooling around the more manicured streets of Bay Ridge, a neighborhood that is part Edward Hopper, part Archie Bunker. ''You get a 1950's feeling here,'' says Mara Urshel, who owns the bridal emporium Kleinfeld, a New York institution. As Isaac Mizrahi says, ''If you can't find it at Kleinfeld, well, you should cancel the wedding.''

More adventurous brides may ignore this and head to the nearby branch of the legendary discount store Century 21 to see if Vivienne Westwood or Jean Paul Gaultier did anything white this season. Or to invest in a great pair of shoes. ''I need a new pair of shoes!'' a woman with frowzy hair barks at her husband in the shoe department. ''I can't walk around in garbage!''

Two Brighton Beach babushkas tug at the same Sonya Rykiel sweater while a Hasidic mother gingerly fingers the Moschino print dresses. But even the only hipster in the store (Ugg-encased and stocking up on Dolce & Gabbana trousers) misses the the pot of gold at the end of Brooklyn's Fifth Avenue: a Viktor & Rolf car coat for $400.

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