Wide open spaces define the downtown loft of David and Cheryl Walker on N. Plankinton Ave. With them is their son, Thomas, 11.

"Where are all the taxis? Where are the people?" she asked her husband, Jeffrey. He, a native, tried to talk up the clean streets. She was doubtful. "I don't think I can make it here," she moaned.

Today, when the Webers look out on the Milwaukee River from their stylish ninth-floor condo on N. Plankinton Ave., they see the scrolled gables and copper spires of City Hall across the way and can't imagine living anywhere else. She: "The snow falling on the water at night, the lights twinkling - it's like a fairyland." He: "You could almost be living in Vienna on the Danube, it's so beautiful."

He's a gastroenterologist on the south side; she's a curriculum specialist at Agape, a private institution that's part of the Milwaukee school choice program. With three children who have flown the coop, the former Bayside residents exemplify a new generation of downtown transplants: well-heeled, well-educated and unencumbered.

A 1999 survey conducted for the Department of City Development found that people who have moved downtown are mostly empty nesters, like the Webers, or young, childless professionals. Of the 203 condo ownerswho responded, the largest group - nearly 21% - had incomes over $200,000; nearly half had graduate or professional degrees. Like a parallel influx of new renters downtown, condo buyers cited proximity to jobs and cultural activity among the attractions.

Many, like the Webers, had grown tired of yardwork and home maintenance and bored with suburban life.

"We needed to be around people more," says Nancy, 48. Says Jeffrey, 51: "We devoted 20 years of our lives to our children. Now it was our turn."

The couple wandered into the former Nelson Bros. furniture warehouse last year when they saw a sign advertising its conversion to the River Front Lofts condos. The spectacular view of the cityscape was what sold them.

They kept a few choice pieces of furniture and their two dogs but otherwise shed the carapace of their North Shore lifestyle, exchanging it in February for a high-tech, customized condo with satiny maple floors, curved walls of brushed aluminum and Jackson Pollock-y swirls and a bold, red-tiled kitchen straight out of Architectural Digest.

With underground parking, a fully equipped workout room and a rooftop patio, their loft building has every convenience - "minus the snowblower," Jeffrey likes to joke.

Of course, some of their friends still think the Webers are crazy. "But a lot of people would secretly like to do this," he says.

While the Webers love almost everything about living downtown - its walkable amenities, including the RiverWalk, good restaurants, theater and entertainment; the mix of people; the unpredictability - they miss movie theaters, fashionable clothing shops and convenience stores.

But these will come, they figure, as more people like themselves move here. Two signs of an improving retail climate: A new Kohl's Food Emporium has opened across from Juneau Village, and a year-round fresh produce market is in the works in the Historic Third Ward, where housing is also booming.

Three floors below the Webers, in their own airy loft with its exposed brick walls, David and Cheryl Walker say they miss only one thing from their former lives in rural Grafton: spring flowers. They compensate by buying bunches of fresh blooms from a trendy shop in the Third Ward.

The Walkers don't even mind the 25-minute reverse commute they make every day to their jobs at Grafton High School, where David, 54, is athletic director and Cheryl, 40, teaches kids with learning disabilities. "We're going against the traffic flow," he says, "so it's not bad at all."

The couple had always dreamed of loft living; they were already coming downtown to church and for arts activities. But a big impetus for giving up their bi-level suburban home for the city was their adopted son, Thomas, 11, who is from Korea. He still goes to school in Grafton but will soon transfer to Milwaukee's Roosevelt Middle School of the Arts.

"Celebrating diversity is very important to us," David says, "and it's easier to do that here than in the suburbs." Yes, the Walkers concede, Thomas can't just go out the door to play in the yard anymore, but they take him to nearby parks, the lakefront and the Milwaukee Public Museum complex.

Timing was another factor in the family's move. "We figured if we didn't do this now," Cheryl says, "the prices would go up and we couldn't afford to, or these units would be gone."

John Edbauer knows the feeling. The ex-Shorewood resident lost out on two downtown condos when other buyers got there first. Recently he snapped up a one-bedroom condo at the new Cobblers Lofts in Brewers Hill. The former Weyenberg Shore Co. factory is being converted to 56 units, with a rooftop deck that affords great views of the city.

Edbauer, a 34-year-old interior designer who's living at Juneau Village while he awaits completion of his condo, is already sold on city living. "The church bells, the ambience, the convenience - it's all here," he says.

Maggie Carr agrees. "You can find huge, beautiful houses in the suburbs, but nothing is happening there and people don't seem to care much what happens beyond their borders," says Carr, an ex-suburbanite who has lived at the posh Astor Court condos on E. Ogden Ave. since 1996 with her husband, Bill, a retired CEO at the Humana health-insurance organization. The Carrs, both 55, with two grown children, consider themselves urban converts.

"We like seeing people on the street. We love the diversity. We love the history and the architecture," Maggie says. "And you don't have to drive all those miles to get somewhere."

Chicago developer Charles Shaw says that "crisis in suburban mobility" and a disillusionment with sameness are big factors behind the downtown housing revival in cities like Milwaukee.

Demographic changes also fuel the trend: According to census estimates, the number of households without children will grow to 72% of the total U.S. population by 2010 (compared with 66.4% in 1990). People in their 20s and 30s are marrying later and postponing families and the population of empty nesters like the Carrs and the Webers is growing - the target market for downtown housing.

"You also have a lot of non-traditional groupings: singles, single parents, immigrants," notes Shaw, a past president of the Urban Land Institute, a Washington think-tank that studies city trends. "Success for these people might be different from what it is for more conventional families. (The non-traditional) groups find a more dense urban environment more acceptable, as long as there are good educational alternatives."

Just ask Einar Tangen. The savvy president of the Historic Third Ward Association lives with his wife and two children in a downtown townhouse; the kids go to Fox Point-Bayside schools, an option now possible under the Milwaukee Public Schools' open enrollment policy.
Tangen considers himself part of a new generation that "implicitly rejects the suburbs and wants to be where the action is," instead of spending weekends mowing a big lawn and cleaning the gutters.

Outlying communities are starting to take notice, observes developer Barry Mandel, a pioneer in the downtown housing market who built the East Pointe complex on Milwaukee's near east side.

"The suburbs," he says, "are not going to just sit back and say, 'OK, Milwaukee, you can take all our people.' " On the contrary, single-family-home bastions like Brookfield are starting to fight back with new condos and apartments for their own residents.

And Mandel is hedging his bets: He's building some of that new, downsized housing in Brookfield - and in Milwaukee's Beer Line and Third Ward, as well.

These days it seems that wherever you call downtown, the title of that old Rolling Stones song applies: Gimme shelter.