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Roseanne Barr, domestic goddess, pulled off the interstate not long ago into a huge swath of suburbia 40 miles east of Los Angeles. She was heading for California's top tourist attraction: not Disneyland, not the nearby stock-car track, but an expanse of concrete and steel splayed across 2 million sq. ft. of desert called Ontario Mills. It's the latest fashion in malls, boasting two tyrannosaurian movieplexes totaling 54 screens, as well as glitzy entertainment and retail hot spots like Off Rodeo Drive that sell designer duds at hoi polloi prices. Roseanne sat down for a bite in celebrity chef Wolfgang Puck's cafe-in-a-mall. But she realized her baby Buck needed a changing table. No changing table on this menu. So Roseanne let loose a blue streak and headed off to boogie at the Virgin Megastore.

Hollywood may be going to the mall these days because the most successful malls are going Hollywood. Roseanne is one of the 20 million people this year who are expected to drive, sometimes for hours, to shop at Ontario Mills, the size of 38 football fields, set in the shadow of the San Bernardino Mountains. On a weekday afternoon scores of patrons are driving on the virtual-reality car track or teeing off on the virtual-reality driving range at Dave & Buster's, an eats-and-entertainment emporium at Ontario. Tens of thousands of shoppers, many off tour buses and from as far away as South Korea, march through 10 color-coordinated "neighborhoods"--themed retail zones catering to tastes ranging from upscale dresses to sporting and adolescent attire. Overhead, 65 giant TV screens run an endless series of commercials produced in the mall's studios.

The imagination behind Ontario belongs to Larry ("I hate to shop") Siegel, CEO of the Mills Corp. in Arlington, Va. He has fashioned perhaps the only hot trend in mass retail: value megamalls, or outlet centers with huge doses of entertainment. This concept has made Mills, which operates as a real estate investment trust, the nation's fastest-growing, publicly traded mall developer.

The three-year-old company has been expanding at a Planet Hollywood-like pace. This week Mills opens a $188 million mall in Tempe, Ariz., its seventh location, and just last month it completed a new mall in Dallas. Siegel has unveiled plans for a huge new project at the site of the Grand Ole Opry in Nashville, Tenn., along with new malls near Boston and Honolulu. And the concept has been catchy: rival Glimcher Realty Trust recently opened a Mills-like Great Mall of the Great Plains near Kansas City, Kans.

The Mills recipe rejects mainline, multistory department stores in favor of a ground-level, oval floor plan anchored by off-price retailers like Saks' off 5th, T.J. Maxx and Marshalls. Throw in a couple hundred specialty stores. Add a giant Marriott-managed food court as well as theme eateries such as Puck's and Rainforest Cafe. Stir in razzmatazz such as Ogden Entertainment's American Wilderness Experience, a combination restaurant, retail outlet and enviro-amusement park; or GameWorks, the virtual-reality video-game arcade created by Sega, DreamWorks SKG and Universal Studios. "To win in this business you must offer vibrancy and value to fight the pervasive boredom of shopping," says Ian Duffell, CEO of Virgin Entertainment Group, which counts Ontario Mills as its first mall location.

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