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Seattle's Pioneer Square and Pike Place Market have maintained their reputation as symbolic urban places in the city and as exemplary historic districts in the United States. This paper illuminates the emergence of these two historic districts from the standpoint of the conflict between the two élite camps, as well as their motivations in shaping downtown urban forms during the 1960s. The conflict occurred as part of a transition from the time when business leaders' economic values fuelled a CBD-centred promotion, through the point where planning for downtown fringe districts came to incorporate art and design professionals' cultural values. The local élites played their distinctive roles in creating the two historic districts in downtown Seattle, sometimes in line with the nationwide trends and sometimes apart from them. The making of the two historic districts was eventually realized as a part of federally funded urban renewal and demonstration programmes, which the business élite initially ushered in and the cultural élite later tailored to fit its downtown values. While the shift in perspective did yield, as many have recalled, moments of a 'people's victory against the establishment' and 'preservation virtues against redevelopment harms' in downtown planning, this paper suggests that the shift involved local planning circumstances that were too complex to be characterized in such dualistic terms.