aperson can't help but pay attention when the world's most popular film director and producer decides to apply his Midas touch to the retail industry. Such is the case with Steven Spielberg's latest brainchild, GameWorks - a retail and entertainment destination pulsing with all the energy of a blockbuster action movie.

The concept - not so much a store, restaurant or arcade as a social gathering spot - was born from a collaboration between Spielberg and Skip Paul, an alumnus of interactive entertainment giants MCA Inc. and Atari Inc. In 1996, Spielberg and Paul enlisted a who's who of the entertainment industry to assist in bringing the concept to market. The team consisted of gaming trendsetter Sega Enterprises; theme park design and development juggernaut Universal Studios; and Spielberg's own fledgling, multimedia company, DreamWorks SKG. The result was the formation of GameWorks' parent company, Universal City, Calif.-based Sega GameWorks.

Targeting the lucrative young adult demographic, GameWorks sets out to revolutionize the way 21- to 35-year-olds spend their evenings out. Each location features a full-service bar and restaurant sharing the same space with action, sports and motion-simulated games - a combination that, on the average, keeps each customer in the complex for an hour and 45 minutes.

"Right now, the consumers we're after are spending their time at movies and nightclubs. They're having a movie-and-dinner date, or they're taking the kids out for an excursion," says Bruce Fabel, GameWorks COO and former director of global retail operations for Nike.

the inaugural GameWorks, a 30,000 sq. ft. location in downtown Seattle, opened in March 1997. Since then, the company has added a number of sites both urban (Las Vegas, Detroit, Miami) and suburban (Grapevine, Texas; Tempe, Ariz.; Schaumburg, Ill). At 47,000 sq. ft., the Las Vegas GameWorks, located in The Showcase on the Las Vegas Strip, is the flagship.

Eyeing the international market, GameWorks tested the waters with a 25,000 sq. ft. location at the Pleasure Island center in Tumon Bay, Guam, where games and rides are tailored to reflect local interests. (One attraction is a simulated rainforest with two-story artificial trees for climbing.) Based on the success of that venue, a 34,000 sq. ft. location in Rio de Janeiro, Brazil, opened earlier this month.

In the United States, GameWorks is pursuing a conservative expansion plan. The Irvine Spectrum in Irvine, Calif., will house a 27,000 sq. ft. facility slated to open before year's end. Plans for 2000 include a Tampa, Fla., location as well as six other deals currently in the works.

"We're getting our business down pat before we pursue an aggressive expansion program," says Fabel. "We're looking at 40,000 to 50,000 sq. ft. locations. They can be suburban malls or urban locations. We've found a conglomeration of restaurants, bars and retail stores supports our venue especially well."

With 200 employees required to run each operation, a healthy labor market is important in site selection. Future plans also include a spate of GameWorks Studio venues - scaled-down versions without full-service bar and restaurant capacity that will allow the company to penetrate entertainment districts unable to accommodate a full-size GameWorks.

every GameWorks is divided into a series of integrated zones, each with its own distinctive personality highlighted through lighting, sound level and design. Each features hundreds of games, from traditional favorites such as PacMan and Donkey Kong Jr., to motion-simulated games including Alpine Surfer and Rapid River.

Proprietary attractions and high-tech games are also a big draw. The Vertical Reality game, designed by Spielberg himself, offers players physical consequences based on their skill level. Participants are strapped into seats that rise as high as 24 feet in the air as they succeed, and descend as they lose points in a fast-action video game.

The Max Flight VR2002 Roller Coaster gives guests a chance to program their own ride, which performs the exact back flips, spins and loops that are projected on a 58-inch screen in the ride's enclosed, full-motion simulator. Another guest favorite, the Virtual Arena, has players swinging, kicking, punching and jumping as their moves are mimicked by battling characters on video screens."A lot of thought was given to GameWorks design, c reating a package that includes technology and architectural elements with social interaction and the spirit of play," Fabel says. "Everything, from spacing between floors to stairway widths and even the length of opening cutaways, was designed to be conducive to human interaction."

In addition to the games, each GameWorks has a sit-down, 200 sq. ft. restaurant with lunch and dinner menus and a pub offering alcoholic beverages and fresh beer brewed on site. As for traditional retail, each location has a shop full of branded merchandise guests can purchase with cash or with tickets won at certain games.

as the company has expanded, the facility design has been modified to better serve the customer. "When we opened our first location, GameWorks had a very techy appearance that was too cold for some customers. Since then, our interiors have evolved to a warmer, more inviting look," Fabel says. "In newer locations, we've moved the restaurant to the front of the complex to encourage guests to take their time, sit down and eat first, and then move on to the games and attractions."

Developing a close community tie will be crucial to the success of GameWorks, Fabel says. "We want people to think of us as the 'Cheers' of their community," he says.

Each venue features live music twice monthly and disc jockeys on certain nights. GameWorks publicists work closely with local promoters in each market to bring in the best local talent. On certain nights, live satellite feeds connect different GameWorks locations to one another, so that, say, guests at the Miami location can compete with guests at the Seattle GameWorks.

As for competition from other game-and-food concepts including Dave & Buster's, ESPN Zone and DisneyQuest, Fabel says GameWorks is relying on its stellar origins to help it stand out from the pack. "We have Universal Studios behind us," he says, "constantly developing proprietary attractions and creating special rides and games that distinguish us from the other options out there."

To date, more than 15 million people have visited GameWorks' worldwide locations, each spending an average of $20 a visit. With annual operations costs reported at $2 million per site, it looks like Spielberg and company could have another "Jurassic Park" on their hands.