Norfolk, Virginia. Once-forlorn waterfront now boasts a sleek pavilion of fun, entertainment, and food

Norfolk, that salty and once seamy Navy town, has so cleaned up its act that generations of sailors who passed through would not even know the old port today. On the site of a forgotten and forlorn waterfront now stands a sleek pavilion of fun, entertainment, and food called Waterside Complex. And the chamber of commerce is so caught up in the transformation it has tried to rename the city Norfolk-by-the-Sea.

While a few holdouts claim the flavor and character of the 300-year-old port have been washed away, the beauty of the turnaround is that an important natural asset, the roiling, colorful harbor, has been made the lead attraction. People are flocking to Waterside, and therefore the waterfront, as never before, and the squat tugs, lumbering barges, sailboats, ferries, and mammoth gray Navy vessels churning the waters seem to beam with new pride.

Norfolk's comeback can be traced to a modest undertaking called HarbourFest '76, the year of the United States Bicentennial. ``This was nothing but a gravel parking lot in those days,'' said a city official as we bellied up to an oyster bar at a Waterside restaurant, Phillips, on a recent briny night. ``Of course that was the year of the Tall Ships. Three of them made a call here for the festival, and to our surprise 6,000 people showed up.''

In no time James W. Rouse was knocking on City Hall with a plan to build a festival marketplace on the order of his notable projects in Boston, Baltimore, and New York. Norfolk badly needed a boost. Downtown was deteriorating; a new pedestrian mall was already failing. In fact, the best thing you could say about Norfolk was that it was a 40-minute drive from colonial Williamsburg.

Waterside was unveiled in the summer of 1983, and the blue-roofed pavilion with its upbeat shops, stalls, and waterfront caf'es, its colorful banners and fanciful figureheads, was an immediate hit. Meanwhile, the rest of the dormant waterfront woke up. Today the 450-room Omni Hotel stands nearby, a 6.5-acre Town Point Park adjacent to Waterside puts on events and festivals under striped awnings year- round, harborside condos are selling out, and Jacques Cousteau, with backing from the city, plans to build a science center which will provide underwater viewing as if from the belly of a whale, Jonah-like.

While Norfolk tends to play down its naval identity, there is no denying that the big base on the Elizabeth River is the city's lifeblood. This is headquarters for the Atlantic fleet, and one place where bell-bottoms are still in vogue. I was eager to see the base in action, and although there are bus tours one can take, I was fortunate enough to know a friend with a Navy sticker on her car.

``Back in World War II,'' she said on the way, ``the city and military had what you might call a rocky marriage. Later the brass and the community got together to work out their differences, with the result that the commander of the naval base said Norfolk has the best city-military relations he knows of.''

Once past the gates, we made for the piers and drove by an endless gray lineup of destroyers, submarines, and tenders, those 1,200-crew, waterborne factories. All was relatively quiet, just another day at the plant. ``You should be here when the fleet comes in,'' said my friend. ``We call them homecomings because it's 8,000 men all coming home after seven months at sea, to bands and noise and loved ones.''

Norfolk seems above all a manly town, but it was pointed out to me that women for ages have directly or indirectly influenced its fortunes. Walter P. Chrysler Jr., married to a Norfolk woman, endowed the splendid Chrysler Museum on Olney Road and Mowbray Arch. This low, angular building of small galleries brims with masters from Veronese and Tintoretto through Rubens, Vel'azquez, Manet, and Renoir, to Homer, Pollock, and Warhol. The mother of Gen. Douglas MacArthur hailed from Norfolk, and so his memorial -- statue, grave, and museum -- were installed in the columned old City Hall a few blocks from the waterfront.

Behind a statue of the soldier (1880-1964) you pass through 11 galleries tracing his career, military and otherwise. How odd to see the old warrior in 1916 in civilian clothes when he was a press censor with the Public Information Office assigned to writing press releases and arranging interviews with brass. Although General MacArthur is glorified in some of the displays, such as the huge oil painting of him wading through the surf at Leyte Gulf, his clash with President Harry S. Truman and ultimate dismissal are fairly handled.

Waterside (which Mr. Rouse partly undertook, I was told, because his wife is a Norfolk native) was spotless, colorful, and uncrowded on the midweek days and nights I passed through. Probably the most engaging act was performed by the young candymakers at The Fudgery, who smoothed 6-foot bars of fudge with long spades while singing ``I'm in the mood for fudge'' to the tune of ``I'm in the Mood for Love.'' For me, though, the essence of Waterside is sitting in the night air over a half-dozen Chesapeake oysters watching the green lights of barges pass in the darkness.

Although you can buy a boat excursion on the harbor, the simpler route is by ferry, five minutes from Waterside to the old shipbuilding town of Portsmouth across the Elizabeth River. Portsmouth has a little festival marketplace of its own, Portside, and the Old Town Historic District is worth a stroll through. From the water, in addition to the wonderful motley collection of vessels, you can see the ships in Norfolk dry dock, under a shower of sparks. For 50 cents, this may well be the best show in town.