I strongly second Sandy's earlier recommendation to stay in the Santa Monica area. I live near there and know it well. As an alternative to the Comfort Inn which she recommended, you might consider the Inn at Venice Beach. It is a clean and comfortable bed and breakfast-type hotel three blocks from the beach. Rooms are about $115-125 which is inexpensive for this area. The web site is http://www.innatvenicebeach.com.

As for things to do, you can explore this area for several days and see and do a lot. Here are some suggestions (I hope you have a map so that you can follow my explanations - if not, let me know and I will try to mail you one):

Explore along the beach bike path - there is a paved path that parallels the beach for 22 miles from north Santa Monica down to the Palos Verdes peninsula. I live about three miles from it in West LA (almost in Santa Monica) and one of my favorite things to do is to ride my bike down and along the path on a weekend. There are numerous places that will rent you a bike or a set of roller blades. For example, you could park your car in the lot at the end of Washington Blvd in Marina del Rey. Lots of rental places around there. Then head north on the path. Or just walk along the parallel pedestrian path. You will go past Muscle Beach, the street performers in Venice, the pick up basketball courts where they filmed the movie White Men Can't Jump, the Santa Monica Pier and its amusement park rides, etc. You can ride along the path for probably 30-45 minutes before you hit the end and have to turn around. There are plenty of shops and restaurants along the way.

Explore Main Street Santa Monica - Main Street from about Pico south to Venice Ave has a number of clothing, design and other shops that are good for browsing. It has the requisite Starbucks and Gap but is relatively free of chain stores otherwise. There are even some artists studios. This is very close to the beach also. If you will be there on a Sunday, there is a great Farmers Market at Main and Ocean Park. Definitely plan to have breakfast from one of the booths - fresh-baked pastries, omelets, tamales, pizza, quiche, sandwiches, grilled sausages. Every time I visit, I find the smells intoxicating.

Explore the 3rd Street Promenade - this is a three-block long, pedestrian-only outdoor mall. In addition to numerous shops and restaurants, there are over 20 movie screens. Lots of street performers to add atmosphere. Very crowded on Friday and Saturday nights. Definitely a happening place! You can add to the shopping experience by also including the enclosed Santa Monica Place Mall that anchors the south end of the Promenade (Note - just 2 blocks over on 4th St is a great blues club called Harvelle's. It's a nice oasis from the crowds if that is your kind of scene).

Explore Montana Avenue - this is where a lot of celebrities shop because a lot of them live nearby. Starting at about 7th Street and going north to 20th or so there are a lot of upscale clothing and furnishing-type stores. Less expensive and much more authentic than Rodeo Drive.

Explore Abbot Kinney Ave in Venice. This is sort of an artist's area ala Soho or Chelsea in Manhattan. Very eclectic and hip.

Take a hike in the Santa Monica Mountains. They are practically right at your door step when you go north along the Pacific Coast Highway from Santa Monica.

And for the quintessential LA experience, drive along the Pacific Coast Highway (always referred to as PCH) north toward Malibu late in the afternoon to watch the sun set over the Pacific. If you leave early enough, you can stop at the Pier View Restaurant in Malibu on the west side of PCH for drinks and a lovely view of the sunset. The restaurant literally is at the surf line so the water laps the rocks at your feet if you sit outside on the patio. It can be a very sublime feeling.

There are three top museums to consider - the Getty Museum, the LA County Museum of Art and the Norton Simon Museum in Pasadena. Of the three, I strongly recommend the Getty as much for the setting (like a castle on a hillside overlooking the entire LA basin) as for the art collection. The only catch in visiting is that they restrict the number of cars entering the lot. You need to call to make a parking reservation if you come Tuesday, Wednesday or before 4 pm on Thursday or Friday. You can investigate their very nice web site for more information - http://www.getty.edu.

If you do not mind driving around LA a bit, there are also two lovely gardens that you may want to visit to enhance your cultural experience. One is the LA County Arboretum in Arcadia. The other is the Huntington Library and Gardens in San Marino near Pasadena. I often take out of town visitors to the Huntington because it is such a pleasant place to wander away from traffic and concrete. But you will drive an hour to reach each of them from Santa Monica.

Regarding theme parks, well if you have not ever been to Disneyland, then that is the one you must visit. All others in the area pale in comparison. It is a good 60-75 minute drive to Anaheim from Santa Monica so my advice would be to leave early and arrive when they open at 10:00 or so. That way you can get on some of the more popular rides when the lines are relatively short.

Cheers, Mark Los Angeles, CA