SAN FRANCISCO (Business 2.0) - Its panties, bras, and bustiers have come to define 21st-century risqué, yet walking into a cushy pink Victoria's Secret store has often felt like a journey back to the Victorian era -- more innocent cherub than sexpot angel.

But that image will soon be history, as the Limited Brands lingerie chain prepares its stores for a racy makeover intended to better align them with the glittering ranks of supermodels -- like Tyra Banks and Gisele Bündchen -- who now define the brand.

The bold new look debuted in November 2002 at the Victoria's Secret flagship store in New York City's Herald Square and will soon roll out to the chain's 1,011 retail outlets nationwide.

The goal? Instead of stepping back in time, shoppers will feel as though they've just sashayed onto the Victoria's Secret runway, and the chain will reap the rewards of new design elements that are already pumping up sales at the 25,000-square-foot Herald Square store, particularly in panties.

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"Traditionally our stores have had soft, feminine environments, but the ad campaigns were sexier," says Kathleen Baldwin, vice president for store design. "Those ads, and the Victoria's Secret fashion show, are an enormous part of our image, and the new design is more aligned with that."

Limited CEO Leslie Wexner initiated the overhaul, looking to make Victoria's Secret a more upscale brand in consumers' minds; the goal was to boost the racy factor without cheapening the store's image.

So the company called on design firm Yabu Pushelberg to brainstorm ways to increase traffic chainwide. From there, Baldwin and her team reexamined everything down to the lighting (now more theatrical) and the background music (out with Beethoven, in with loungey electronica).

With the flagship's sales exceeding targets, Victoria's Secret will mimic nearly all of the changes elsewhere; four mall stores have already had their makeovers. Here's how Herald Square showed the chain how to strut its stuff.

1. Offer shoppers an enticing entryway. A spacious lobby -- free of merchandise except for some decked-out mannequins -- gives patrons a respite between the busy sidewalks and the bustling interior.

Though smaller mall stores won't feature this "decompression zone," the idea will be replicated: More space and fewer racks will reduce shopper anxiety.

"We made the rooms narrower," explains designer Glenn Pushelberg, "displaying product on the walls so it sells better."

2. Bring the bustle to the center. Cosmetics sections had previously been marginalized -- adjoining the lingerie stores but bearing separate entrances. Now the beauty department is centrally located to entice customers to stick around between browsing.

"It hosts a tremendous amount of activity, and activity in retail always attracts more activity," VP Baldwin says. "Relocating beauty to the center was a critical move. If you want to buy something, you have to go through there."

3. Class up the color scheme. "There was a huge discussion about the color pink," Pushelberg says. "In Wexner's mind, the brand's identifier was pink, but too much is too much. That product ended up looking cheaper."

Originally conceived as fantasy boudoirs, old Victoria's Secret stores were papered in Pepto-Bismol hues, and products blended into the background. Now pink has been demoted to splashes here and there, replaced by Pushelberg's "reverse Chanel" -- cream and black -- which lets the colorful lingerie stand out against the chic, minimalist palette.

"It makes the product look more like a designer brand," Pushelberg says.

4. Make the catalog come to life. Standard mannequins don't flaunt lingerie well, so the designers sought sexy alternatives, including wax-museum-type figures, black-and-white photos of supermodels, and huge plasma displays featuring runway footage from fashion shows past.

The videos -- the only visual element that won't be duplicated elsewhere -- help traffic flow, drawing shoppers from the specialty products on the first floor toward the high-volume merchandise upstairs.

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5. Put the merchandise on a menu. Instead of making customers weave through a maze of racks and tables, the design team built major displays directly into the walls and created a separate space for the high-volume panty category.

Grids of boxes filled with molded plastic torsos and bottoms advertise the bra and panty choices "almost like a bra menu," Baldwin says.

"It's very clear that what we put in those display boxes highly promoted the sales of those items."