If gentrification is defined by the combination of marked revalorisation of land, displacement of the occupants and consequent class transition, how are we to understand the redevelopment of the Melbourne docks? Land uses were transformed from low-value industrial to highest and best office/ residential/retail, and sale prices started at twice the metropolitan median. The dock workers are gone, with the massive restructure redeploying some of them downstream. But what to make of the change in class character? One quarter of the apartments at Melbourne Docklands are unoccupied, and others are crammed with students paying exorbitant rents. Drug busts and the occasional dead body are lending the area a distinctly noir feel. Recent efforts by the state development authority, the City of Melbourne and a Docklands developer to ‘activate’ the precinct suggest that the first round of regeneration didn’t deliver quite the desired results. Should the recent initiative be considered a second attempt at state-sponsored gentrification, or is the transformation of Docklands a different process altogether?