Put on your best smile; company is coming to town. That's the message in Houston these days, as Super Bowl XXXVIII turns the world's attention to the Bayou City.

But in a world where style often goes further than substance, it will take an awful lot of beaming faces to cover up Houston's flaws: The city is in many ways, well, ugly.

Granted, Houston has lovely areas - such as Hermann Park, a forested oasis of gardens and ponds, and River Oaks, where mansions nestle along the slow-moving Buffalo Bayou - but throughout much of the city, unsightly billboards line choked freeways, trash is strewn without regard, and belching oil refineries dot the horizon.

Because the past several years have brought the national media to cover air pollution, corporate scandal, floods, and a mother who drowned her children, the Super Bowl comes as rare good news - and the city wants to show off.

For civic leaders, that means picking up trash, planting thousands of trees, demolishing hundreds of abandoned buildings, and installing dozens of fountains - mainly along the routes that visitors will travel.

Detractors say it's like putting a bow on a pig, and once the Super Bowl is gone, the motivation to beautify the city will vanish, too. Others see what can be done and are clamoring for more.

For their part, city leaders insist that wowing football fans was not the primary motive: Many of the efforts were under way before Houston was named the Super Bowl host. Still, it's an incentive for completing projects early, such as the first leg of a light-rail system, which links a redeveloped downtown to the new football stadium seven miles away.

"A number of these things would have eventually been done, but the Super Bowl put everything into focus," says Houston Councilman Gordon Quan. "We saw the economic benefit of moving things along."

He believes first-time visitors will be surprised at how green Houston is. "I'm looking out my window right now and I think it's a beautiful city. Of course, I'm a little prejudiced."

So what will visitors find when they get here? A work in progress, says Stephen Klineberg, a sociology professor at Rice University in Houston.

"Two things are true," he explains. "One, we get a bum rap. Houston is more interesting and more beautiful than people think. And two, we have a lot of work to do to make it beautiful."

For nearly a century, city leaders - led by the business community - paid little attention to the quality of life, riding instead the boom of the industrial age, fed by east Texas oil fields.

"But the strategy needed for economic prosperity in the 21st century is radically different than what was needed in the 20th century," says Dr. Klineberg. "Our success has less and less to do with our physical resources and more and more to do with our human resources, as is true with the rest of the world. And I think the business community finally understands that."

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