So looking for 4 nights at DLand for the big four-oh. Coming from NorCal, going with the girl friend, and some LA friends might drop in.

I'd like to stay at the Disneyland Resort, but it might be a bit over budget so I'd like an alternative or two and some other advice.

What's a good hotel outside the "big 3" that's close to the park, is fun (both of us haven't grown up yet), and why is it fun? Is there a place near downtown disney that might motivate you to walk to the park vs. taking a shuttle?

Getting there: What's the best way to book a flight+hotel package? Right now I am going through AAA for the hotel package, but if anyone can recommend a good site to add a flight, or would it be best to just book that seperate, or drive? (San fran, 6 hours, ugg)

I am planning to stay the weekend of 12/17, what would be better, arriving wednesday to catch the end of the week and leave sunday or arrive friday and leave tuesday? I imagine the week before xmas is crazy (TRON Premiere + Xmas)

Thanks in advance,
-Andy

Update: from AAA best deal seems to be 12/15-12/19 @ dland hotel, rental car, flight (SJC->LAX), 5day hopper, fly back a day later to hang with friends, $1930 (for 2)

Can anyone top that?