Built over a dilapidated c.1900 pier, this festive, bilevel marketplace of more than 100 shops, 13 restaurants, and numerous rides and games ranks among the top tourist destinations in the state. A brightly painted, two-tiered carousel anchors the far end of the complex. More high-tech thrills can be had on the TurboRide (415-392-8872), a simulation theater whose chairs pitch and yaw as adventures featuring dinosaurs, a haunted mine and a log ride are projected on a screen. The newly renovated Aquarium of the Bay (800-981-5300 or 415-623-5300; www.aquariumofthebay.com) allows visitors to view the undersea world up close with a stroll through two clear 300ft-long tunnels that burrow through tanks containing 23,000 aquatic creatures, including Pacific octopus, eels and sharks. The aquarium also has a series of touch pools that allow you to touch live bat rays and leopard sharks.Adding to Pier 39's carnival atmosphere, a group of wild California sea lions occupies the docks off its west side. Informal interpretive talks on the sea lions are offered by volunteers from the Marine Mammal Center (415-705-5500; www.marinemammalcenter.org), which maintains a kiosk near the docks and a gift shop on Level 2 of the mall.