At first glance, Rochester seems like a nice little town, a mix of city and country, professional and middle class with modest homes on tree-lined streets. A closer look, however, and the scene slightly loses its charm. Paint is peeling off apartments buildings and vacant storefronts mar the circa-1900 brick downtown like missing teeth. Hanson Street, once a prosperous thoroughfare, is an empty lot of crumbling asphalt and lonely businesses. But there are just as many signs of hope. A new police station and art center, refinished intersections, new houses and modernized parks are just a few of the improvements popping up across the city of 28,000. With dozens of new projects and developments planned in the next few years, residents who saw the city struggle for so many years have acquired a new sense of optimism.

I grew up in Rochester during its less prosperous days. The city seemed to be in a constant state of loss. Apartment buildings sagged and historic homes sat abandoned and condemned. Letters fell off the signs of long-forgotten businesses. Lafayette Street devolved from a family neighborhood to the heart of the city's slums. Poverty, drug abuse and violent crime multiplied as factories closed and were torn to the ground. Despite many community clubs and arts associations trying to boost the image of Rochester, it was always seen as a place to escape from, not a destination. The popular attitude in my family, amongst my teachers and those I looked up to was that if I were to succeed, I would have to leave Rochester to do so.

That is why, when I returned home this summer, I was surprised to see that Rochester is becoming a place I might want to live.

In response to the declining manufacturing base, the City Council was frugal to a fault. Mayors and city councilors failed to see that by developing a vibrant art scene or a downtown that is a destination, local businesses would thrive and the image of Rochester might improve. About two years ago this attitude began to change. The City Council gained a handful of new, more progressive members that thought Rochester could do better. Now veteran councilors like Sandra Keans and Alan Reed-Erickson, who fought more conservative members for years over fostering the arts and improving downtown, have been joined by a new generation of councilors who also want to see Rochester clean up its act.

"There has been a shift in the past two or three years in the City Council and in the mayor," said Reed-Erickson, who has served the city for almost 20 years. New hires in the Planning Department have also made a great difference. Karen Pollard recently joined Rochester City staff in the new post of Economic Development Manager, a position created to bring new economic opportunities into the city.

"She is a dynamo. When she came on, she hit the ground running," Reed-Erickson said. Already, she has convinced Hannaford to begin construction of a new supermarket off of Exit 14 by Home Depot. After years of dragging its feet, Hannaford recently announced that the doors will open in the summer of 2005, filling a giant vacant storefront and supplying a much needed grocery store for those who live in Rochester's north end.

Another important change in city government came this past February when the City Council voted out longtime Planning Board chairperson Bruce Roberts for lack of professionalism. Councilor Chuck Grassie told Foster's Daily Democrat he was displeased with Roberts-who publicly referred to the Cocheco River as a "stagnant cesspool"- because he often displayed a "sour attitude." Vice-Chairperson Julie Brown was promoted as his replacement and, when we spoke last week, was very excited to tell me about Rochester's growth.

Since she's taken over, the Board has approved a number of new housing and building developments. Across from Home Depot on Route 11, there are plans for approximately 110 homes. On Old Dover Road, the community of Clark Brook will have 100 homes that extend to Blackwater Road in Gonic. In addition, there are plans for a store, a laundromat and a daycare center. On Route 202A heading toward Strafford, a condominium complex and horse stables will make up a development called Secretariat.

"There are also many smaller developments of 25 to 50 homes," said Brown. "Rochester is growing."

Commercial space will also increase, most importantly, bringing jobs to Rochester. The Homemakers, a visiting nurse company, is expanding its offices on Rochester Hill with an outpatient care center and homes for the elderly. This coincides with city plans to extend water and sewer further up Rochester Hill to the airport. Wal-Mart on Route 11 will soon expand into a Super Wal-Mart. On Route 125 toward Milton, O'Keefe's will be building a furniture warehouse behind Market Basket while Stonewall Kitchen will be renovating one of the existing buildings into a warehouse further down the road.

Improving downtown Rochester is another major focus of the City Council, which has passed various initiatives to encourage growth, such as the city-sponsored Signage and Fa?ade Grant, which gives $1,000 to Rochester businesses who invest at least $5,000 into improving their storefront. In 2002, the city released its downtown Master Plan, which was well received by local businesses. Soon after, CORE (Community Organization for Rochester Development), a volunteer group of more than 100 merchants, business and property owners, formed. A stewardship group and four committees help the city implement its plan.

"It's a total grassroots scenario," Susan Schwake-Larochelle said, referring to the outpouring of support from local businesses. Schwake-Larochelle is chairperson of the CORE stewardship group and co-owner of Artstream art school and gallery on North Main Street. CORE has succeeded in bringing back "Midnight Madness," a festival discontinued in the 1980s due to rowdy crowds and lack of business participation, as an updated kind of street fair with music and special business promotions. They have also begun, with the Rochester Rotary Club, a "bump-out" in front of Artstream and Vathally's Italian restaurant, which creates a small patio beyond the sidewalk for people to sit and people-watch, or have lunch on Main Street. This fall, CORE is planning a Lantern Parade as a way for the community to get together and see the city on foot. The parade will end at the proposed site for the Cocheco Riverwalk.

"We like to think of this as Rochester's renaissance," Schwake-Larochelle said.

Schwake-Larochelle gave me a tour of the proposed Riverwalk site along the Cocheco River, an area of Rochester I had last visited as a teen. Down the hill behind Artstream, water rushes over the dam at the head of Wyandotte Falls, then down past the old mill buildings, which have been converted into elderly housing. Across the river, a beautiful grove of pines and white birches add to the beauty of the scene. With such an amazing natural resource, it's surprising the city hasn't utilized this land since the end of the industrial era.

That's what Rochester plans to do now. On Sept. 10 and 11, Mike Castagna, a Plan NH volunteer architect, will be running a community design workshop to discuss a possible Riverwalk along Wyandotte Falls. Thus far, 15 to 20 designers with the nonprofit organization have expressed interest in attending and helping Rochester redevelop the downtown, free of charge.

Plan NH will begin the charrette by walking the grounds, looking over blueprints and building layouts. In the afternoon, the team will hold an open forum in which any interested Rochester resident can meet with the architects and discuss their initial ideas. Using paper easels, crayons and markers to lay out plans and discuss budgets, the public can give their input into what they want for the future of downtown.

After the Friday meeting, there will be a cookout on the Wyandotte patio overlooking the falls so that the community can see the specific area, get ideas, and hopefully get involved in seeing the project through. The final plans will be presented on Saturday during the second public session. These plans will then be turned over to the city so that it can further develop them.

"They don't have to do it all at once," said Castagna. "They can incorporate the idea into the master plan, get federal or grant funding."

Connecting people with downtown has been a struggle for Rochester. Most residents living south of the city travel further south for entertainment and to buy the things they need. If you live in Portsmouth, chances are the only time you've ever been to Rochester is to visit the fair or shop at the Salvation Army, a well-known thrifting destination for Seacoast hipsters. What the city has lacked for so many years is a year-round attraction to draw those from out of town into Rochester to spend money. The resurrection of the Rochester Opera House, on the second and third floor of the historic City Hall, is one attempt at creating this draw.

Success of the shows thus far has been hit or miss. With a schedule that attempts to appeal to vastly different tastes, a few events have been canceled due to slow ticket sales. Many shows, however, have done very well. The Royalty of Doo Wopp, which performed to a packed house last year, is slated to return next spring. Other events in the 2004-2005 lineup Percy Hill on Sept. 10, the recently announced Skid Row show on Sunday, Sept. 26 and the Second City Comedy troupe on March 20.

Built in 1908, the beautiful Opera House was the shining gem of Rochester, boasting the top acts of the day. It was one of the few theaters in America with a moveable floor that could be raised and lowered to accommodate both shows and dancing. Until the 1940s, the Opera House had popular "western shows" every Saturday, but as television came into the family home, the Opera House was closed and fell into disrepair.

During the 1980s, the volunteer-run Arts Rochester began fundraising to repair the Opera House. Because the City Council refused to give any money to the project for so long, it wasn't until 2002 that renovations were finished and the theater opened again. Today, the Opera House is an independent entity, funded with help from the National Endowment for the Arts, the New Hampshire Charitable Foundation and the New Hampshire State Council on the Arts.

Since the reopening, Arts Rochester has continued to grow and expand its community involvement. This fall, they are initiating the creation of a cultural master plan that will outline the city's position on topics such as arts in the public schools and the availability of studio space. Arts Rochester has met with art community leaders from Manchester and Portsmouth and plans to meet again on Thursday, Sept. 16 when they will start mapping out the actual cultural plan.

Although independent from the city, Arts Rochester spokesperson Jane Forde hopes that the City Council will incorporate the cultural plan into

the city's Master Plan.

Forde, former artistic director of The Music Hall in Portsmouth, took over as the executive director of Arts Rochester this September, coinciding with the opening of a new facility in the Gonic mill building. Hired in part for her achievements in community outreach, Forde hopes to spend the first semester introducing herself to the community and collaborating with other local organizations and businesses to increase Arts Rochester's visibility. She wants Rochester residents to have easier access to the arts, either by participating themselves or simply observing the work of others.

This fall, there are almost 450 students enrolled in dance, theater, visual art, pottery, music and photography classes, taught by Art's Rochester's part-time faculty of local artists. Those currently enrolled are mostly children and teens, but Forde plans to add new programming that will involve more adults, including weekend classes and age-integrated programs.

The Dumont family, owners of the Gonic Mill, converted the space specifically for Arts Rochester after the organization outgrew their former spot in East Rochester. Despite a roof collapse during the rainy summer, work was nearly finished in time for the first class. For the work that remains, the Dumont family will get help from the United Way, who have arranged to spend a "Day of Caring" at Arts Rochester finishing one of the dance studios.

When Forde took me on a tour three weeks ago, much work had yet to be done. The reception area and large waiting room was almost finished, but sawdust littered the carpet and a few stray wires were dangling from the high ceiling.

"When I came in June, the place was an absolute mess," Forde said, leading me through the waiting room, past her unfinished office.

Next, we entered the theater, which seats 80 and boasts a moveable stage, allowing a traditional set-up or theater in the round.

"The stage is slightly larger than The Music Hall stage," Forde said. She hopes Arts Rochester will collaborate with other theater companies, like Portsmouth's Player's Ring and local high school drama clubs.

On the far side of the theater, the wall opened to another part of the mill. The ceiling was a web of wires and the dirty white paint peeled from the walls. Glancing back into the theater, the wires had been tamed into clusters, ventilation ducts painted a deep red and the walls sandblasted to expose the natural color of the brick.

In addition to the offices and the theater, there are also three dance studios with sprung floors, two music rooms equipped with pianos, two art classrooms, a pottery classroom, a conference room and a courtyard overlooking the craggy remnants of a concrete and granite dam that was once used to power the woolen mill.

Since finding artist space is a difficult task in the Seacoast area, there are indefinite plans to let artists work in the classroom studio space.

"Once we have the schedule nailed down, we can allow people to use the space for their own work," said Forde.

"It is a growing city and the arts can flourish here if people are given the opportunity," Forde said. "I hope people will embrace it and not be afraid of it."

If this massive push to draw people into Rochester succeeds, will the city be able to handle a population boom? Economic indicators signal a decline in home sales, but with property taxes, rent and home costs soaring in Portsmouth and Dover, no other place supplies the amount of affordable housing that Rochester does.

Driving out of town, away from the strip malls and fast food restaurants is a wealth of open space. Toward Strafford or Farmington, there are dairy and vegetable farms, fields dotted with bales of hay and apple orchards that burst into sweet-scented bloom each spring. Some of this land has been built up in the past year with cute capes and grand colonials. The rolling hills and open farmland are what I love most about my town. I worry, as many residents do, that the rural element of Rochester, so gracefully represented on the city seal, will be sacrificed in the name of prosperity.

"Growth is a concern, but my feeling is that the PUD (Planned Unit Development) ordinance allows for a high density of homes, yet also preserves historic and open spaces," councilor Reed-Erickson said. The ordinance has been adjusted in recent years to prevent a disregard for the beauty and history of Rochester. The Secretariat development is an example of the benefits of this sprawl-preventing ordinance. While there will be homes at the entrance, the ordinance requires ample land be left for the enjoyment of those living in the area.

"What happens with urban sprawl is that no one pays attention (to growth)." Reed-Erickson said. "You want to have a mix of low income and upscale homes and no gated communities. You can do that through your land use planning. In Portsmouth, people who are artists or work in restaurants have to move because they can't afford to live there. There is a real exodus because they (Portsmouth) haven't provided for a mixed community plan."

Rochester hopes to lay out the city in diverse concentric circles, with an urban downtown circle, a mix of upscale and affordable neighborhoods, shops and parks in the suburban middle circle and a rural outer circle with a few small, well-planned housing developments.

"I am determined that we will provide housing for people who work in restaurants and hotels because that's the blood that feeds the body, or the city, and if you exclude those people, you exclude a very important aspect of the city," Reed-Erickson said.

Despite the efforts of the City Council and the optimism of the hundreds of people volunteering their time, Rochester still has many problems. Poverty, crime, drug abuse and domestic violence are less hidden here than in the communities to the south. Then there are the few residents who like things the way they are, always rejecting change, and there are the fiscal conservatives who feel investing in the arts is irresponsible. Perhaps the biggest obstacle to Rochester's renaissance, however, is its reputation for being too blue-collar, too closed-minded and too ignorant.

In spite of this, people like Alan Reed-Erickson, Julie Brown, Jane Forde and Susan Schwake-Larochelle are not worried. They know that if the people of Rochester invest the time, if they spend some money, that if they build it, the people will come.