LAST year I took the inaugural excursion on the Lewis and Clark Explorer, a summer-only passenger train that follows the final westward leg of Meriwether Lewis's and William Clark's 1804-6 expedition. As the train chugged slowly along the Oregon shore of the Columbia River from Portland to the Pacific Ocean, I sat across from a two-foot-tall stuffed bear decked out in a coonskin cap, a miniature buckskin suit and tiny circular moccasins tied to his lower paws. On his back he carried a knapsack holding a small bedroll, a journal and a letter of introduction.

He was L. C. Bear, according to the letter, and he had been traveling along the Lewis and Clark Trail, staying with appointed bear keepers, since 1999. His current keeper, a National Park Service ranger named Sally Freeman, noted with a smile, "He's a good guest because he's already stuffed."

The idea was that once the train pulled into the station at Astoria, where the river meets the ocean, we passengers would be whisked away with L. C. Bear several miles out of town to Fort Clatsop National Memorial, the reproduction of Lewis and Clark's 1805-6 winter dwelling.

Now, I am as big a Lewis and Clark fan as the next Oregonian; I even named my daughter Meriwether Louise. But I couldn't help wonder: What if I already were Lewis-and-Clarked out, even before the bicentennial celebration here is in full swing? What if I didn't want to walk in the explorers' footsteps for the umpteenth time? Until the afternoon train departed for Portland, I was stuck in Astoria.

Now, less than a year later, getting stuck in Astoria is what I'd consider a stroke of good fortune. And after a rather sudden transformation, the people of Astoria are surely still pinching themselves. Not long ago they were busily planning how to move masses of Lewis and Clark enthusiasts to expedition landmarks outside Astoria. Meanwhile right under their noses, their Cinderella of a town blossomed with enticing new shops, galleries and restaurants, and in the process put itself on the map.

Astoria, founded just five years after Lewis and Clark's departure from these parts as one of the first American settlements west of the Mississippi, is not just for history buffs anymore. Now the former "cannery capital of the world" is reclaiming its former status as a seafood center, where people come from all over the Northwest to try great new restaurants, to buy fresh fish and crab at dockside markets and to take cooking classes at a highly regarded seafood school.

More of the splendid Victorian homes (nearly 300 of them still standing), built in the steep hills above town when leading citizens of the early 20th century were "fish rich" from a seemingly endless supply of salmon, have been spruced up and converted into fine bed-and-breakfasts. The once-drab Commercial Street, Astoria's main drag, is lively with boutiques, art galleries and restaurants.

And the riverfront, where the last of the canneries shut down about 30 years ago, is the site of restaurants, markets, the terrific Columbia River Maritime Museum, the historic Riverfront Trolley and the Astoria Riverwalk, for strolling and watching the progress of any of the 5,000 or so ships that travel the Columbia River each year.

Though Astoria is spread over hills and flats on a peninsula alongside the Columbia River and Youngs Bay, the downtown is compact, bordered by the vast river and the San Francisco-style hills. A riverwalk and a 1914 restored trolley run along it.

The route goes past the museum, old canneries converted into restaurants and shops, and docks where fishermen unload the day's catch. At Sixth Street there is a sheltered, elevated viewing deck for watching the fishing boats, ships and barges plying the river. The 14th Street Riverpark (really just the end of a pier) has a loudspeaker broadcasting communications from passing ships.

All this activity whets the appetite for river lore, and there's plenty of that at the Columbia River Maritime Museum, which traces the history of the river from the early explorers to the present. The modern focus is on river pilots, who steer ships across the treacherous river mouth, also known as the Graveyard of the Pacific, and the ocean rescue work of the local Coast Guard station.

One exhibit shows an actual 44-foot motor lifeboat atop a simulated 30-foot wave during an ocean storm. Sound effects, flashing lights and even a spray of seawater contribute to the experience.

The museum opened 42 years ago, on the 170th anniversary of Captain Robert Gray's 1792 discovery of the Columbia River (it moved into its current building in 1982). But it was an even older structure that brought on Astoria's recent renaissance.

The Liberty Theater, a 1925 vaudeville house where performers like Bing Crosby, Ozzie Nelson and Duke Ellington appeared, had suffered years of neglect. By the time a group of historic-theater buffs began a restoration campaign in 1991, the Liberty had become a shabby triplex cinema. The $8.5 million restoration, paid for by grants and donations, is under way. Once again live musical and dramatic performances take place in the theater, which is decorated with murals of Venetian street scenes and lighted with a tasseled chandelier resembling an elegant gold hat box. Now a regional performing arts center, the Liberty will be for the site of a children's theater festival and a music festival with two operas this summer.

But once the Liberty's Italian Renaissance exterior was polished, surrounding downtown buildings, especially the dilapidated hotel across the street, looked forlorn by comparison.