July 19–Anyone who hasn't been to Anaheim's Downtown Disney recently may be startled by the sweeping changes they'll find, including shuttered restaurants and businesses that make the west end of the district resemble a failed mall.

The closures are only temporary, though, as the closed businesses along the western edge of the retail and dining district, including the Rainforest Cafe, ESPN Zone, Earl of Sandwich and the AMC Theatres will eventually be hidden by construction walls and then demolished to make way for a posh new hotel slated to open in 2021. It will be built on 17 acres comprising the west side of the outdoor mall to the border of the existing Disneyland Hotel.

Other buildings are also vacant, as they are being remodeled to make way for new venues. In the mall's center, the shuttered building that formerly contained the Build-a-Bear and RideMakerz shops is undergoing renovations from kid-friendly shops into new dining-and-drinking spots emphasizing craft beer including Ballast Point, a microbrewery out of San Diego and Black Tap Craft Burgers & Shakes.

This is the first comprehensive overhaul of the property since it opened in January 2001. Downtown Disney originally developed as part of a massive project that included the creation of Disney California Adventure theme park from the former Disneyland parking lot and one of the largest parking garages in the nation. The district was designed to link Disney California Adventure with the existing Disneyland and capture extra tourist dollars on site, rather than letting them slip away to other businesses along Harbor Boulevard.

When it first opened, the district was also popular with locals looking for Disney-themed shopping, dining, seeing a movie at the AMC Theatres and maybe even watching the Disneyland fireworks from outside the park.

But the parking lot set aside specifically for Downtown Disney visitors became so overcrowded that parking validation policies were tightened, making it costly for locals to use the space as an outdoor mall without spending money. Nowadays, many users believe that Disney officials want to court out-of-town visitors who will open their wallets wider, catering to them with the new hotel and other businesses that serve travelers.

"It seems like they're trying to get more dollars spent per head as opposed to people like me, who will just walk around and buy a churro and eat occasionally," Disney fan and annual passholder Roger Yamashita said. "I've been to every Disney park in the world and it seems like they are trying to adopt more of a Walt Disney World model, to make it for a vacation destination."

In the past, Yamashita, who lives in Yorba Linda, said he and his friends would drop by after work or on a Sunday afternoon to enjoy the frequent live music, go to ESPN Zone or eat at Naples Ristorante. "I imagine I'll still be going, but not as often."

Yamashita cited the closure of the most affordable restaurant at Downtown Disney — the popular Earl of Sandwich — as another way that locals will be discouraged from visiting the district.

Locals who patronized the former House of Blues music venue have also moved over to the nearby Anaheim GardenWalk mall, since it was replaced by bowling-drinking-and-dining venue Splitsville.

Disneyland spokeswoman Liz Jaeger declined to discuss any particular plan behind the renovations, except to say that the many changes will result in "a fresh, one-of-a-kind Disney experience, providing guests of all ages a mix of family-friendly dining, shopping and entertainment."

Soon, people seeking to park their cars at the Downtown Disney will be diverted to a new location, while heavy equipment will move in to begin construction of the new 700-room hotel, expected to open in 2021. Its ground floor will house restaurants and shops, and Disney fans are hoping places like the Earl of Sandwich will relocate there. For now, though, parking and security entrances will remain the same at least until some time in August.

The as-yet-unnamed hotel will cater to upscale guests and will feature the chance to board the monorail inside the structure. Disneyland Resort currently has three hotel properties in Anaheim: The Disneyland Hotel, Disney's Grand Californian and Disney's Paradise Pier. A master plan shows how they would all be linked after the area is redeveloped.

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Disney's plans for the hotel are still being reviewed by the city of Anaheim and likely to go before the Planning Commission for approval later this summer, city spokeswoman Lauren Gold said. Until it's approved, no specific timeline has been made public for construction to begin.

"Over the next several months, several fresh dining concepts include Ballast Point, Black Tap Craft Burgers & Shakes and Salt & Straw, will open at Downtown Disney District, which will give the destination a new robust blend of eateries," Disney's Jaeger said in a prepared statement. "Recent additions such as The VOID, Splitsville Luxury Lanes and Disney Home are already giving our guests new ways to experience the Disneyland Resort."

What's gone:

* Rainforest Cafe

* AMC Theatres

* ESPN Zone

* Earl of Sandwich

* Starbucks West

* Disney Vacation Club sales office (moved)

* Alamo Rent-a-Car (moved)

* Build-a-Bear Workshop

* RideMakerz

* House of Blues (moved to GardenWalk, replaced by Splitsville)

* Walt Disney Travel Co. (moved)

* Haagen-Dazs (to be replaced by new ice cream shop)

What's coming:

* New 700-room upscale hotel on 17 acres

* Ballast Point Brewery

* Black Tap Craft Burgers & Beer

* Salt & Straw handmade gourmet ice cream shop

* Renovations underway at Naples Ristorante e Pizzeria (open during remodeling)

Exterior concept art of the new 700-room hotel coming to the Disneyland Resort in 2021 Courtesy of the Walt Disney Co.