The sun hovering over Houston was quickly giving way to twilight when Laura Levine approached the building off Main Street, nestled near the center of Midtown. Laura hurriedly opened the door as a METRORail train whizzed by on the street behind. As she walked up the stairs to the shop sitting above the Continental Club, Levine talked about the circumstances that led to her co-ownership of a shop of oddities open only at night in the middle of Houston.

"I grew up in Waco but always knew I'd end up in Houston. It's such a crazy, mysterious city. No zoning makes everything so much more interesting. A church next to a dive bar is quirky, yet appealing in a strange way; it keeps you on your toes. With such a colorful landscape, living in Houston is an adventure, and if you pay attention, you can discover some really cool parts of town. That's what I love most about Houston: The cool spots to go to are not obvious."

Levine, who moved here in 1995, and her partner, Mike Hildebrand, opened a vintage resale shop in the Heights named Replay on 19th Street, but it wasn't her first time to visit the city.

"When I was a kid, my mom had a quirky aunt who lived here in Houston, and every time we'd come to visit her, I'd end up not wanting to return home. Houston just seemed more exciting, more alive in some special way that Waco was lacking, and I wanted to explore it whenever we were in town."

Hildebrand, who's originally from Dallas, had similar reasons for moving. "Houston neighborhoods all seem to have their own special character, and it's easy to fall in love with one if it feels right. It's like you just know if the place is going to work for you or not, and if it does, it feels perfect," he said.

For the past several weeks, in an online series called "The Changing Face of Houston," we've been exploring many of the different neighborhoods that make up this city and what their residents have to say about them. Houston has always attracted individualists and people with great visions. Here's a look at some of them.

Montrose

Christine Armstrong remembers moving with her mother into Montrose as a young child in the 1970s, leaving behind the small town of Alvin. Even as a five-year-old, she understood that Montrose was different from other parts of Houston. "All of a sudden, Mom and I were right in the middle of this weird neighborhood where all of Houston's gays and artists seemed to live. It just felt like there was excitement in the air, like an electric charge."

The neighborhood had already undergone huge changes by the time Armstrong and her mother relocated there. Montrose had been an area of outlying farmland occupied by dairies when developer J.W. Link envisioned it as a "great residential addition" in 1911. The new development turned Montrose into an upscale neighborhood with its own streetcar line and a huge number of large trees planted as part of a massive landscaping effort. Link built his own palatial home in the neighborhood, at the corner of Montrose and West Alabama, and the Link-Lee Mansion is now part of the Uni-versity of St. Thomas campus.

That Montrose was a magnet for notable early 20th-century movers and shakers. Howard Hughes had a home on Yoakum Street, Clark Gable studied acting in the neighborhood and future president Lyndon B. Johnson lived on Hawthorne Street while teaching at Sam Houston High School during the 1930s.

By the late 1960s, the streetcars were long gone, but the trees and nice old homes remained. Montrose had transitioned into a neighborhood of mostly older residents, while younger people who could afford to do so moved into distant suburbs. Montrose was seen as an old community, too close to downtown. But by the early '70s, it was being rediscovered and resettled by Houston's gay population, who were rejecting lives in the closet and wanted a community where they could live openly with less fear of persecution. The decade saw Montrose transformed from an area of old homes with old residents into Houston's most colorful neighborhood. Members of the gay community made it their home, as did artists, hippies, musicians and bohemians of all kinds. New businesses sprang up among the older homes, and soon tattoo parlors and gay bars sat next to music venues and clothing stores that catered to non-mainstream tastes.

In a short period of time, Montrose developed the eclectic mix of counterculture charm that made it famous. As new, edgy music subcultures developed, clubs such as Numbers and Paradise Rock Island opened, making the neighborhood a magnet for people attracted to the punk and new wave scenes.

Growing up in Montrose ignited Armstrong's appreciation for the creative edge that the area seems to bring out in its residents. "I love the freedom of expression this neighborhood allows. It's not like I wouldn't be true to myself anyway, but this area just makes it easier to be your crazy self. I've lived in or around Montrose for the last 35 years and can't imagine ever leaving and not coming back. It's part of who I am and who a lot of my friends are," she said.

But Montrose has continued to change just like the city around it, and while it still seems to hold the reputation as Houston's "weird" neighborhood, some people worry that it might be losing some of its bohemian charm.

"I have seen the Westheimer Arts Festival moved off its namesake street to downtown for a more 'family-oriented' atmosphere, and now the gay pride parade is moving there, too," Armstrong said. "I've watched iconic Montrose gay bars like Mary's close down, and I've witnessed beautiful old homes bulldozed so that they can be replaced by townhomes, and now by high-rise apartments. It feels like Montrose is losing some of the quirks that make it unique, that it's getting expensive and some of the people who make it interesting are being priced out of the area."

The area also has many very nice original homes and is close to Houston's museums and other attractions that have made Montrose attractive to the kinds of people who once rejected the idea of moving there.

Despite the changes, Armstrong doesn't worry that Montrose will completely lose its special character anytime soon.

"Being a hairstylist and a painter, I still feel that Montrose is the place I belong, and it still has the same vibe that I've always loved about it. The businesses that are still around, like Niko Niko's and The Magick Cauldron, make Montrose special. The Menil Collection and Rothko Chapel make it special. Watching old friends open up businesses that thrive here makes it special. Knowing I can walk to work, to the Disco Kroger and to all of my coffee-shop meeting places is pretty damn special in a town everyone thinks you need to own a car to live in."

The Heights

Originally envisioned by a forward-thinking, self-made millionaire named Oscar Martin Carter as a new type of planned utopian community, The Heights was intended to allow its residents to live productive and healthy lives without the problems that often affected nearby Houston. Carter chose his new community's location four miles northwest of downtown Houston and 23 feet higher, which inspired its name. While not specifically designed as an enclave for the wealthy, The Heights was planned and developed with many features that were impressive for the period, including modern services such as trash pickup. It was designed to meet the needs of Houston's growing middle and professional class, and it was a success.

Carter and his investors had formed the Omaha and South Texas Land Company and bought 1,756 acres of land from the Allen brothers before spending a fortune building the streets, utilities and other improvements needed to forge the new neighborhood. At the time, most major cities had electric streetcars, but Houston had only a couple of horse-drawn systems, so Carter invested in converting the existing lines to electric, ensuring that The Heights would have modern transportation.

The area was carefully planned, with schools, parks and retail areas built, as well as Heights Boulevard, which was quite grand for the time and still is today. It was modeled after Boston's Commonwealth Avenue and featured open spaces and large Victorian homes, many of which still stand. The tree canopy that makes Heights Boulevard so pretty now was planted during the original building stage, and the neighborhood boasted attractions such as a natatorium during an age when public swimming pools were not a common feature in most places.

Unfortunately, after World War II, The Heights experienced decades of steady decline as people who could afford it abandoned older Inner Loop neighborhoods for new suburbs further away. By the 1970s, The Heights was afflicted with problems and considered a poorer neighborhood. Many of the original Victorian homes and bungalows were still standing but had seen much better days, and The Heights seemed destined to become a permanently blighted area of town.

But in the '80s and '90s, a revival began as some Houstonians started to see potential in the neighborhood, and the area progressively gentrified, recapturing its former appeal. Heights resident Mitch Burman, who came here from Massachusetts, has lived in Houston since 1995. As an active member of Houston's music scene, Burman took an interesting journey to The Heights.

"I grew up in Boston and had gone to military school, planning to join the Army as a lieutenant after I graduated. I ended up injuring my shoulder, which disqualified me from military service, and I wasn't sure where to go from there. I had always had this dream of playing music, and I decided to pursue that, so I started playing in bands. After a while, I started to feel like the Boston music scene was kind of limiting, and I wanted to do more."

When a good job offer came along, Burman moved to Houston. "At first I was living in Sharpstown, and I liked it there. It was an interesting neighborhood and completely different than what I was used to in Boston. People were friendly to me almost immediately, maybe because I was from somewhere very different from Houston, but I felt welcomed here," Burman said. "I was working a lot, but I've always had an adventurous spirit, and I felt naturally drawn to areas where it seemed like the music scene was happening, and in Houston in the 1990s there was a lot going on with that. So whenever I had a day off or maybe a weekend, I would go into Montrose and explore, just walk around meeting and talking to strange people."

Burman started playing music in Houston bands, and eventually his involvement led him to open The Engine Room and later the Jet Lounge, two live-music venues located downtown. He also discovered The Heights and quickly fell in love with the old neighborhood.

"The Heights has a unique feel to it. Growing up in Boston and visiting places like New York as a young kid, you sense that those places have a 'feeling,' and Houston has that feeling, too -- a unique energy about it, and The Heights really seems to have its own vibe. It's different than Montrose, which feels more like you're in a big city, and The Heights has got this small-town sort of thing happening."

"You see a lot of small businesses that have been around for years and not as many big chain stores, and that's pretty special. I like the fact that people are out walking their dogs and jogging and that I can ride my motorcycle around, and it doesn't feel like I'm in the middle of one of America's biggest cities. But another cool aspect of living in The Heights is that I'm minutes away from a bunch of highways. I can hop on 610 or I-10 or 290 and be on my way almost anywhere without much hassle. It's really the best of both worlds," Burman said.

Recently he opened his own guitar shop, Heights Guitar Tech, with his business partner, Steve Boriak, who is also a longtime Heights resident.

"Houston's local music is a big part of my life, and I wanted to open a place that offered a high level of service and was part of a neighborhood, a place where musicians would feel comfortable coming in and hanging out. The Heights is a perfect place for that to happen. "I think that there are a lot of people moving here from all over now. That's happening all around Houston, and you meet a lot more people who are from California or New York than maybe you would have a few years ago. I also think that The Heights is specifically seeing a lot of new development but still is keeping the old stuff that makes it cool intact."

Midtown

The history of Houston begins with what became its downtown and Midtown areas, which are the oldest in the city. In its early years, Houston was divided into neighborhoods called wards. Today's Midtown neighborhood is located on land that was once part of the Third and Fourth wards.

The original developers placed single-family Victorian homes on small lots of approximately 5,000 square feet. According to the Midtown, Houston, Texas site: "The homes were generally 4,000-6,000 square feet in size and occupied by families of the original founders of the Humble Oil & Refinery Company. The subdivision flourished through the mid 1940's and began to decline into the 1980s and '90s as a result of the sudden decline in oil production."

Houston's population grew by less than 1 percent between 1980 and 1990, and the area that includes Midtown was the only district in the state of Texas to lose population during that time. The neighborhood better known as Midtown after 1990 consisted of vacant land, boarded-up buildings, a few single-family residences and some prosperous businesses-. After decades of decline, Midtown was considered a pretty rough area by many people. That perception has changed a lot as the area has revitalized in recent years, and it's now a hip part of town that attracts a very diverse cross section of residents and visitors for both its housing and its restaurants. Midtown is home to the Houston Community College's central campus as well as several churches, clinics and shelters. Increasingly in recent years, developers have been putting in townhomes and apartments. One consequence of the improvements in the area is that some of the Vietnamese-American restaurants and other businesses have left because of rising rents.

Laura Levine and her partner, Mike Hildebrand, love Midtown and downtown so much that they chose to live in the area and operate a second business right off Main Street. "The Place Upstairs" is the darker cousin of their vintage resale business located in The Heights.

"Mike and I decided to open a second shop and stock it with stuff from our personal collections," she said. "The result was 'The Place Upstairs,' a curiosities boutique filled with weird antiques, medical oddities, Victorian jewelry, vintage purses, taxidermy and other rare items. Midtown just seems like the perfect location for us."

Midtown is enjoying a great rebirth, Hilde-brand said. "People in Midtown are bringing back the old buildings and fixing them up instead of just tearing everything down, and that adds a lot to the character of the neighborhood. The area also doesn't really have many giant national chain stores, and everything seems locally owned, which is really cool. The METRORail line really ties the area together and makes it easy to get around if you live here. And the area really seems to be exploding with new people these days."

Midtown's population has more than doubled over the past ten years. Much of that increase has been among young people seeking a neighborhood that will provide them with opportunities to live close to work and spend recreational time without lengthy commutes around town.

Residents of Midtown also seem to have a sense of community that Levine likes.

"I've fallen in love with this neighborhood. There's so much to do and so many things going on, but it's such a cool, laid-back place. Along with all of the small, locally owned businesses, there are also fabulous restaurants and an awesome nightlife. The neighborhood has rotating art shows, great live music, and they host a monthly block party the first Thursday of every month. Those things really make Midtown interesting and exciting. You never know what you might stumble across."

Sharpstown

Billy Kin sits in the waiting area near the entrance of Cafe 101 Chinese Cafe, the restaurant he and his wife, Iren Chou, own and run on Bellaire Boulevard in Sharpstown. Kin and Chou exude a sense of hard work and success as a young couple who built a popular restaurant in the heart of Sharpstown, a neighborhood that has experienced many changes since its creation more than 60 years ago.

In fact, it was the residents and businesses of the area that Lin says attracted him to Sharps-town. "The people. I love the diversity here. It's a very international area of town, and the Asian community is huge."

Of course, Sharpstown was a very different place during its early development. Originally the brainchild of developer Frank Sharp in the mid-1950s, it was completed in 1961 as a master-planned community that was groundbreaking for its time. A new suburb on the outskirts of Houston, Sharpstown started out as a popular area of mostly white residents that featured new-at-the-time neighborhood amenities such as an indoor shopping mall. Sharp was concerned about the need for easy transport between downtown Houston and his new neighborhood development, so he donated land to the state of Texas that became the Southwest Freeway. This ensured that Sharpstown would be connected to the heart of Houston and that deliveries to the new mall would be reliable. Back then the mall was named Sharpstown Center, and it offered shoppers perks such as air-conditioning, something that was not standard at the time.

Sharpstown was considered a good suburban area during its early years, with attractive neighborhoods and a high quality of living for its residents, but in 1971 and '72, its reputation was tarnished by the Sharpstown scandal, which tied Frank Sharp and high-level governmental officials to rampant stock fraud. As the years passed, large apartment complexes were built in the area, and some of them were not maintained well, which attracted crime and led some areas of the neighborhood to look blighted.

Hispanics and Asians flocked to the neighborhood in the '80s and '90s, while some whites migrated to other areas of town. Kin said he remembers the changes.

"Houston's original Chinatown was the one located near downtown, but in the 1990s, the Asian community really started to grow in Sharpstown, and when I was in high school, it was becoming the cool place to go hang out. Lots of new stores and restaurants were beginning to open back then."

Chou was born in Taiwan and went to high school in Vancouver, British Columbia, before moving to Houston. She also was quickly drawn to Sharpstown's thriving Chinatown area. "I wanted to open a cafe that specialized in the bubble teas and also traditional Chinese food served in small personal servings, which is different than the way most restaurants do things."

Now there are many Asian restaurants and specialty businesses in Sharpstown. Just a little further up Bellaire Boulevard from Cafe 101, the buildings lining the streets transition into specialty Hispanic businesses. Sharpstown now has a large mix of African Americans, Hispanics, and Chinese and Vietnamese people along with Anglos.

"Because Sharpstown is so diverse and has a huge minority population, you see many unique shops, restaurants and whatever is in between. You'll find the best ethnic food around in Sharpstown that you won't find anywhere else," Kin said. "We are starting to see more first-time diners at our restaurant, people that live in other areas around Houston coming to Sharpstown and Cafe 101 to sample food and buy groceries."

It's also obvious from the construction in the area that huge efforts are under way to improve the infrastructure around the neighborhood. Chou thinks this is necessary because Sharpstown continues to expand. "We believe Sharpstown is still growing. They're adding new sidewalks, street signs and bus stops, for example. The city is doing more and more to make Sharpstown more attractive."

Oak Forest

Oak Forest began in 1946 as a planned community developed by Frank Sharp (yes, the same man who would later build Sharpstown) and was initially settled almost entirely by white veterans returning from service in World War II. Along with the nice, new postwar homes he was building, Sharp included areas for retail centers, churches and several parks. He knew that if his new community was going to be viewed as a success, it would have to be a place where its residents could meet their needs without having to journey a long way outside the neighborhood.

The first houses built in the development sold for $8,000 to $10,000, the equivalent of between $100,000 and $128,000 today. Quite a few of those early homes are still standing, although many of them have been renovated or expanded, and more and more of them are being demolished so that much larger, modern homes can be built in their place.

While Oak Forest never experienced a period of true blight, over time its proximity to nearby areas such as North Shepherd brought problems with crime into the neighborhood. Oak Forest, just outside the 610 Loop, matured into a working- and middle-class community with modest postwar homes on large lots with big trees. Most residents seemed to enjoy its closeness to Houston's central core, along with the feeling that it was quieter and more secluded than many other nearby neighborhoods. It became more diverse as more Hispanics moved into the area.

In recent years, Oak Forest has drawn the same kind of renewed interest and redevelopment that other once-ignored central Houston neighborhoods have been experiencing. Trendy new bars and restaurants have opened, and home prices have been increasing steadily since potential home buyers are lured in by the area's charming, tree-lined streets and convenient location.

Many established residents view this new trendiness warily, because developers have demolished a lot of older homes in order to build new, much larger ones in their place. There are still a lot original homes throughout the area, but it's becoming more common to see new McMansions sandwiched among the neighborhood's older homes, and some residents don't appreciate that brand of progress.

Longtime resident Elizabeth Mendez remembers how Oak Forest was 50 years ago: "My family bought our house in the early 1960s. At that point, Antoine was a bayou, and beyond that it was just pasture land. The bayou was filled in and became Antoine, one of the major streets in the area. Until three or four years ago, there were still spots of pasture land. Those have been disappearing and are almost completely gone."

As Mendez puts it: "I don't like the fact that our houses aren't even being considered for remodeling. The new buyers are knocking the existing houses down and putting up new houses. Some of the houses might not be in great shape -- with old electric or no central air -- but some are. They've been kept up, and they had interesting designs -- lots of detailing in the brick outside, unusual windows. They're worth keeping. For a lot less money than it takes to build new, they can redo these houses and end up with something interesting and unique."

Riverside Terrace

Riverside Terrace is notable for its wealth of amazing old homes and an interesting mix of residents. With a convenient location just three miles from downtown and east of Hermann Park and the Texas Medical Center, the once nearly forgotten neighborhood is seeing a revival of sorts.

The story of Riverside Terrace is one of dramatic changes brought on by racial tensions and of periods when large population shifts occurred. Originally it was developed as an alternative to River Oaks for Houston's affluent Jewish community, who were prevented by discriminatory policies from living in that wealthy neighborhood. Early on, many of the mansions they built in Riverside Terrace rivaled anything in River Oaks at the time. Families such as the Fingers, Sakowitzes and Weingartens put up enormous homes on huge lots. Many early houses in the neighborhood were designed by notable architects such as John Staub and firms such as Bolton & Barnstone and featured the late art deco style popular in the 1930s and '40s.

As the years rolled on, the neighborhood remained prosperous, and other architectural styles, such as mid-century modern, popped up around Riverside Terrace, which by then had acquired the nickname "The Jewish River Oaks." However, in the 1950s, a wealthy African American named Jack Caesar managed to buy a house in the community. Soon after he moved in, his residence was bombed. Caesar was not intimidated enough to move, but many of the neighborhood's white residents began to leave for newer communities such as Meyerland, fearing that racial tensions were growing in Riverside Terrace.

That white flight, along with the construction of Highway 288 nearby, led to a huge shift in population, and by the late '60s, Riverside Terrace was a largely African-American neighborhood, resettled by black professionals and professors from nearby Texas Southern University. During that period, the area's remaining white population started a grassroots movement to support integration of the community and resisted selling their homes to fly-by-night developers hoping to make a quick buck. During the 1970s, the neighborhood stabilized and became known locally as "The Black River Oaks."

In recent years, Riverside Terrace has seen waves of new residents and serious restoration efforts to save some of the neighborhood's formerly majestic mansions, many of which had fallen into extreme states of disrepair over the decades. Riverside Terrace is being rediscovered and valued for its close proximity to places such as Hermann Park, the Museum District and the Medical Center. It's also becoming more diverse, reflecting a trend seen all over Houston. Houstonians are once again looking toward Riverside Terrace and seeing potential, a diamond in the rough that may soon shine again.

Chris Bilton, executive director of the Southeast Management District, has a longstanding association with Riverside Terrace. "I have relatives throughout the area, and have attended church in the community for many years, since I was a child. As a teen I attended summer enrichment programs at TSU, and in the past, my father taught there for many years. Some time ago, I also taught at TSU as an adjunct professor for about a year."

Bilton says the biggest change is twofold: The population is becoming more diverse and there's new construction going on, including townhomes. "There are the nice older homes that have been in the neighborhood for ages, and newer developments nearby. The neighborhood is seeing a mix of the seasoned residents along with newer ones, many of whom are young."

He expects to see this trend continue since Riverside Terrace is so close to downtown and the Medical Center, as well as the University of Houston and TSU. "I think that you're going to see people moving here to buy an affordable and nice home on a big lot," he said. Besides its rich history and location, Riverside Terrace boasts other quality-of-life amenities. "It's also beautiful, with large trees, and the kind of place where people can walk to a lot of the places they need to. Certain areas are becoming especially vibrant, and with light rail coming through and the influx of many urban professionals, I think that the community will continue to be a great place to live."

Read More of Our Changing Face of Houston Series:

The Changing Face of Houston - Timbergrove Manor & Lazybrook

The Changing Face of Houston - Texas Medical Center

The Changing Face of Houston - Alief

The Changing Face of Houston - River Oaks

The Changing Face of Houston - Meyerland

The Changing Face of Houston - Gulfton

The Changing Face of Houston - The Old Sixth Ward

The Changing Face of Houston - Riverside Terrace

The Changing Face of Houston - Glenbrook Valley

The Changing Face of Houston - Downtown

The Changing Face of Houston - Oak Forest

The Changing Face of Houston - Sharpstown

The Changing Face of Houston - Spring Branch

The Changing Face of Houston - The Heights

The Changing Face of Houston - Montrose