A look at nightspots, restaurants and shopping destinations set to open this fall.

It’s one week before opening and The Living Room -- the parking-lot bo#206te behind the Ritz East formerly known as Proto Lounge -- is nowhere near ready. Its VIP area’s brushed-corduroy couches aren’t put together, its backlit drywall is not lit. Anyone who ever bought a club in Philly knows this scene. The Living Room’s sibling owners Kyber and Brad Bernstein and partners TJ Gersh and Nicholas Valiantanos know it now. “It’s a fucking nightmare, falling asleep here every night trying to get this place finished,” says Kyber, pointing to the spots where the cushy love-seated “living areas” of his Living Room will go. No matter where they end up, they’re part-and-parcel of Fall 2002’s still-under-construction club and restaurant scene.

Totally reconfigured by Tommy Strada, The Living Room (125 S. Second St.) is in complete opposition to the dark, dank Proto (no more blacked-out windows or low ceilings). Walk through the VIP entrance and it's blue acrylic everything until you hit a green mist of light. Look left and there's a high, silver-speckled DJ booth, a low, three-sectioned VIP riser, hammock-swing seating and high-backed gray suede chairs. Look right: suede gray sectionals with matching columns. There's no direct lighting; all of the light is reflected from behind (fluorescents shot up along walls) or from above, peeking through polished perforated-aluminum ceilings. The bar area is full of tie-dye optical illusions, complete with a back-bar featuring constantly changing colored squiggles of light.

The Living Room is far from the only place scrambling to get ready for fall. As for the rest of the season, there's a slate of stuff so new the paint ain't dry...

The Skinny (Opening: early October)

This 608 S. Fifth St. shop may be a lifestyle/home/body/furnishings space, but with its funky-but-chic decor and hip-hop pedigree, it could be a club. Owners Adrienne and Bobby Spears have to have an eye for fashion -- Adrienne is a wardrobe consultant/stylist to the stars and has worked with Toni Braxton, Pink, Aries, Musiq (Soulchild) and Jay-Z. The store features an eclectic selection of unique tchotchkes, indie designers, too-new looks and vintage pieces and designers exclusive to Skinny (where everything, furniture and fixtures included, is for sale). The furniture is part of the vintage collection from Schoolly D. That's right. The original gangster's designing furniture. Betcha didn't think "Gucci Time" would be about him?

The Royal Tavern (Opening: late October/early November)

All Khyber guy Dave Frank wanted was a place near his house in Queen Village, a neighborhood bar to call his own. He wound up with two partners (Bryan Dilworth, Stephen Simons) a cool chef (former Standard Tap fave Mary Kate Ralston) and a wide, tin-ceiling location at 937 E. Passyunk Ave., the old Paglia e Fieno spot neighboring Low. "It's really just Œthe place around the corner,'" says Simons of what was once a quietly garish spot. "Something low-key." Expect a menu of upscale American bar cuisine.

R&W Deli Project (Opening: December)

Sophie Curson, Danielle Scott and La Colombe: watch out. Old City-ite Avram Hornik -- owner of SoMa, Lucy's Hat Shop and the brand new Drinker's Tavern, has had his sights set on 128 S. 19th St. for some time, wanting to break into RitSquare's tony young-professionals-gone-wild traveling late-night between Rouge/Bleu and Bar Noir. R&W's groovy locale, with the feel of a '60s transit bar, may offer swift competition to Neil Stein/David Carroll's axis of evening-evil.

DENIM (Opening: early November)

This 1712 Walnut St. spot was conceived by boyhood pals/managing partners Wayne Shulick (owner and president of Smith Bros. Jeans) and Michael Silverman to be the ultimate luxe-lounge, one that actually offers privacy for its VIPs. Shulick's idea is based on Scotsdale, Ariz.'s Six, a space that "oozed comfort from an aesthetic standpoint, a musical vibe, not Œthump thump,' and a people vibe with everyone dressed up but laid back," he says. Using his store's upscale customer base as mailing list for DENIM, Shulick got Six designer Jeff Lowe to make DENIM sleek, smart and subtly colored in cinnamon red; closer in spirit to RitRow than Old City. "The lifestyle I sell at Smith Bros. -- young, hip, monied -- is what I'll sell at DENIM," says Shulick, who, after studying and mastering customer service for his clothing store, promises something comparable to NYC lounges like Lotus or Bungalow Eight.

His space will have separate elevator access, smaller spaces and private tables within the larger lounge for VIPs. Those types -- locals and nationals -- will get their own phone number for private access when they're en route. "Like my stores, DENIM's not going to be everything for everybody," says Shulick. "Not everybody can afford $120 jeans. Not everyone can afford bottles of champagne and ounces of caviar. We're not looking for the mass[es]. We are looking to make it different."

Plus:

Robin Parry moves her Club Nostradamus into the newly restructured Ulana's third floor at 205 Bainbridge St., keeping the broken mirrors but redoing the paint and staging areas.... Salt, at the corner of 20th and Rittenhouse, is set to be a cozy neighborhood bistro opened by David Fields, a.k.a. Daniel Bergman, the Philadelphia magazine restaurant critic who savaged Morimoto and Susanna Foo. He's fucked.... Everyone's favorite body crème, Kiehl's (since 1851), will open its own location at ye old Rodier corner on 18th and Walnut in early November. It'll be one of only four Kiehl's-only stores in the U.S.... Check out Track & Turf at 42nd St. and Chester Ave., a rugged dive bar that gets rigged with speakers and packed with peeps listening to broken beats and jungle jazz provided by Argo, 99 and Ray G 'til (occasionally) 4 a.m.... While the Rittenhouse opens its long-promised opulanza Lacroix any day now, look for Stephen Starr, condo overlord Allan Domb and Parisienne designer India Mahdavi to take their crack at a luxe restaurant in the Barclay Hotel (a first since Le Beau Lieu closed eight years back) to open in December.