228 F.3d 831 (7th Cir. 2000)
Joseph Schultz, doing business as Island Bar,  and Tonya Norwood, Plaintiffs-Appellees/Cross-Appellants,v.City of Cumberland, Defendant-Appellant/Cross-Appellee.
Nos. 98-4126 & 98-4209
In the  United States Court of Appeals  For the Seventh Circuit
Argued September 9, 1999Decided September 26, 2000

Appeals from the United States District Court  for the Western District of Wisconsin.  No. 98 C 107--Barbara B. Crabb, Judge.[Copyrighted Material Omitted][Copyrighted Material Omitted][Copyrighted Material Omitted]
Before Coffey, Kanne and Evans, Circuit Judges.
Kanne, Circuit Judge.


1
The City of Cumberland had  sought for years to close the Island Bar, a strip  club within the small Wisconsin town, when it  enacted a municipal ordinance regulating  "sexually oriented businesses." The ordinance  imposed comprehensive regulations on the  operation of adult-entertainment establishments  in Cumberland. In response, Joseph Schultz, the  Island Bar's owner, and Tonya Norwood, an Island  Bar exotic dancer, sued in district court  challenging the ordinance's constitutionality  under the First Amendment. We uphold the portions  of the ordinance that serve as reasonable time,  place or manner restrictions and strike the  portions of the ordinance that ban sexually  explicit dance movements and disqualify certain  persons from holding adult-entertainment  licenses.

I.  History

2
In Cumberland, Wisconsin, the Island Bar is the  lone sexually oriented business located in the  small town of 2,200 residents. The Island Bar  opened in 1993 and quickly attracted notoriety  when Schultz converted the bar into a strip club  featuring nude female dancers, including co-  plaintiff Norwood. After assiduous undercover  investigation by Barron County law enforcement,  Cumberland authorities discovered prostitution  and sexual contact between nude dancers and bar  patrons, and revoked the Island Bar's liquor  license on October 12, 1994. The Island Bar later  reopened as a non-alcoholic bar, still featuring  nude female dancing, but two convictions of  Island Bar patrons for prostitution in March 1997  led to its closing for one year under Wis. Stat.  sec. 823.13 as a public nuisance. See State v.  Schultz, 582 N.W.2d 113 (Wis. Ct. App. 1998).


3
Unsatisfied with the one-year closure, the  Cumberland city council established a municipal  planning subcommittee dedicated to exploring more  restrictive methods of regulating nude dancing.  Happy to offer assistance were conservative  interest groups devoted to fighting "sexually  oriented businesses" (wittily abbreviated as  "SOBs"). For example, the National Family Legal  Foundation ("NFLF") provided a comprehensive  handbook entitled Protecting Communities From  Sexually Oriented Businesses. The handbook  explains that it "is not meant to be a neutral  overview of current methods of regulating 'adult'  businesses. This is a 'how-to' manual for those  who are serious about protecting their  communities and doing battle with the incredibly  powerful and profitable sex club industry."  Copying virtually verbatim the NFLF's model  regulation, Cumberland received comments on its  new draft ordinance from the NFLF and Morality in  Media, Inc., among others.


4
Following the NFLF's instructions on "Making the  Legislative Record," Cumberland set about  constructing legislative findings to support the  NFLF ordinance in their community. The Cumberland  committee in charge of drafting the ordinance  divided research duties among its members. Mayor  Lawrence Samlaska reviewed police reports and  spoke to the Cumberland police about its  investigation of crime at the Island Bar.  Committee member Jeffrey Streeter researched the  appropriate zoning location for sexually oriented  businesses to minimize depreciation of real  estate values and disturbances of the peace.  Committee member Richard Nerbun obtained current  health statistics from the Centers for Disease  Control on sexually transmitted diseases and  included them in the ordinance findings. Nerbun  also considered the appropriate hours of  operation for sexually oriented businesses,  taking into account the proximity of the Island  Bar to schools and school bus stops, citizen  safety issues, the school schedule and hours-of-  operation provisions in the ordinances of other  cities. Committee member Carolyn Burns examined  past cases involving municipal regulation of  adult entertainment and reviewed studies  published by other communities concerning the  negative effects of adult businesses on  surrounding neighborhoods. Based ostensibly on  this research, supplemented heavily by NFLF  assistance, the subcommittee drafted a  legislative preamble lifted from the NFLF model  ordinance. It expressed Cumberland's concern  about the adverse effects of sexually oriented  businesses on "the health, safety and welfare of  the patrons of such businesses as well as the  citizens of the City," including "prostitution  and sexual liaisons of a casual nature,"  "sexually transmitted diseases," the "deleterious  effect on both the existing businesses around  them and the surrounding residential areas  adjacent to them" and "objectionable operational  characteristics, particularly when they are  located in close proximity to each other, thereby  contributing to urban blight and downgrading the  quality of life in the adjacent area."


5
After a public hearing, the Cumberland planning  commission voted to recommend the ordinance to  the city council, and on January 6, 1998, the  city council unanimously adopted City of  Cumberland Ordinance 12.15 ("Ordinance"),  establishing a licensing and regulatory system  for all "sexually oriented businesses." First,  the Purpose and Findings Section explains that  the Ordinance has "neither the purpose nor effect  of imposing a limitation or restriction on the  content of any communicative materials." Instead,  the purpose of the Ordinance is "to regulate  sexually oriented businesses in order to promote  the health, safety, morals, and general welfare  of the citizens of the City" based on "the  adverse secondary effects of adult uses on the  community presented in hearings and in reports  made available to the Council, and on findings  incorporated in the cases of City of Renton v.  Playtime Theaters, Inc., 475 U.S. 41 (1986),  Young v. American Mini Theatres, 427 U.S. 50  (1976), and Barnes v. Glen Theatre, Inc., 501  U.S. 560 (1991), and on studies in other  communities."


6
Second, Section II defines the different types  of sexually oriented businesses subject to the  Ordinance. Cumberland and the plaintiffs agree  that the Island Bar is covered by the definitions  for two categories of sexually oriented business: "adult theater" and "adult cabaret." Section  II(3) defines "Adult Cabaret"


7
a nightclub, bar, restaurant, or similar  commercial establishment which regularly  features


8
(a) persons who appear in a state of nudity or  semi-nude; or


9
(b) live performances which are characterized by  the exposure of "specified anatomical areas" or  by "specified sexual activities"; or


10
(c) films, motion pictures, video cassettes,  slides or other photographic reproductions which  are characterized by the depiction or description  of "specified sexual activities" or "specified  anatomical areas."


11
Section II(7) defines "Adult Theater"


12
a theater, concert hall, auditorium, or similar  commercial establishment which regularly features  persons who appear in a state of nudity or semi-  nude, or live performances which are  characterized by the exposure of "specified  anatomical areas" or by "specified sexual  activities."


13
In addition, the definitions for "adult arcade,"  "adult bookstore, novelty store or video store,"  "adult motel," "adult motion picture theater" and  "adult mini-motion picture theater" all  incorporate the phrase "characterized by the  depiction or description of 'specified sexual  activities' or 'specified anatomical areas.'"  Specified sexual activities include "the fondling  or other erotic touching of human genitals, pubic region, buttocks, anus, or female breasts"; "sex  acts, normal or perverted, actual or simulated,  including intercourse, oral copulation,  masturbation, or sodomy"; and "excretory  functions" in connection with sexual activity.  Cumberland Municipal Code Section 12.15, at sec.  II(24). Specified anatomical areas include "(a)  the human male genitals in a discernibly turgid  state, even if completely and opaquely covered;  or (b) less than completely and opaquely covered  human genitals, pubic region, buttocks or a  female breast below a point immediately above the  top of the areola." Id. at sec. II(22).


14
Third, Section VIII(A) declares the following: "It shall be a violation for a person who  knowingly and intentionally, in a sexually  oriented business, appears in a state of nudity  or depicts specified sexual activities." The  Ordinance defines "a state of nudity" as the  following


15
[T]he showing of the human male or female  genitals, pubic area, vulva, anus, anal cleft or  cleavage with less than a fully opaque covering,  the showing of the female breast with less than  fully opaque covering of any part of the nipple,  or the showing of the covered male genitals in a  discernibly turgid state.


16
Section VIII(B) makes it a "violation" for an  employee of a sexually oriented business to  appear even semi-nude, unless the employee does  not receive any pay or gratuity from customers  and remains on a stage at least two feet off the  floor and at least ten feet from any customer.  The Ordinance defines "semi-nude condition" as  the following


17
[T]he showing of the female breast below a  horizontal line across the top of the areola at  its highest point or the showing of the male or  female buttocks. This definition shall include  the entire lower portion of the human female  breast, but shall not include any portion of the  cleavage of the human female breast, exhibited by  a dress, blouse, skirt, leotard, bathing suit, or  other wearing apparel provided the areola is not  exposed in whole or in part.


18
Fourth, the Ordinance imposes operating  restrictions and licensing requirements on  sexually oriented businesses. Section X limits  sexually oriented businesses (except adult  motels) to business hours of 10 a.m. to midnight  Monday through Saturday, closed on Sunday.  Sections XI and XIII require operators of  sexually oriented businesses and their employees  to obtain licenses from Cumberland. Section  XIII(A) explains that Cumberland must issue an  employee license within thirty days of  application unless it finds any of the enumerated  reasons for denial, including overdue payment of  Cumberland taxes, fees or fines; recent denial or  revocation of a license or recent conviction for  a sex-related crime by the applicant or a  cohabitant of the applicant; and non-approval of  the premises of the sexually oriented business by  Cumberland inspectors under applicable laws and  ordinances.1 Applicants must provide a legal  name and any aliases, proof of age, residential  and business addresses, a recent photograph, a  physical description, fingerprints, driver's  license information, a Social Security number and  the specified sex-related criminal history and  sexually oriented business license history for  both the applicant and the applicant's  cohabitants. See id. at sec. XI(D)-(G).  Applicants for operators' licenses must divulge  all this information in addition to the  identities of any partners, directors and  principal stockholders, and diagrams of both the  business's interior and the 750-square-foot area  surrounding the business's exterior. See id.  Section XIII(C) provides that Cumberland will  issue an operator's license within thirty days of  receipt of a completed application, unless it  finds any of eight enumerated reasons by a  preponderance of the evidence.


19
Section XIII(E) guarantees that the health  department, fire department and building official  shall complete their inspection of an applicant's  premises, necessary for licensing, within twenty  days of the application. Each application for a  sexually oriented business license requires a  $100 application and investigation fee. See id.  at sec. XIV(A). Section XVIII promises that  judicial review of denial, refusal to renew or  suspension of a license will be "promptly  reviewed" by a court of competent jurisdiction.


20
Fifth, Section XXII contains a sweeping  severability provision


21
In the event any section, subsection, clause,  phrase or portion of this ordinance is for any  reason held illegal, invalid or unconstitutional  by any court of competent jurisdiction, such  portion shall be deemed a separate, distinct and  independent provision, and such holding shall not  affect the validity of the remainder of this  ordinance. It is the legislative intent of the  Common Council that this ordinance would have  been adopted if such illegal provision had not been included or any illegal application had not  been made.


22
On February 8, 1998, the plaintiffs sued  Cumberland in district court seeking a permanent  injunction against enforcement of the Ordinance,  alleging under 42 U.S.C. sec. 1983 that the  Ordinance violates their First Amendment rights  to present nude dancing at the Island Bar.  Cumberland agreed not to enforce the Ordinance  until the district court reached decision on  summary judgment. On November 5, 1998, the  district court held that the Ordinance imposed  content-neutral restrictions on expressive  conduct and upheld the Ordinance's operating  regulations. See Schultz v. City of Cumberland,  26 F.Supp.2d 1128, 1144 (W.D. Wis. 1998).  However, the court also found that the Section  VIII(A) nudity ban is unconstitutionally  overbroad and that the employee-disclosure  provisions and several operator-license  requirements lacked rational connection in the  record to be deemed narrowly tailored to the  Ordinance's purposes. See id. at 1150-51. After  finding the defective sections of the Ordinance  non-severable from the valid provisions, the  court granted summary judgment in favor of the  plaintiffs and permanently enjoined enforcement  of the Ordinance. See id. at 1152.

II.  Analysis

23
Although once furiously debated, it is now  well-established that erotic dancing of the sort  practiced at the Island Bar enjoys constitutional  protection as expressive conduct. See City of  Erie v. Pap's A.M., 529 U.S. 277, 120 S.Ct. 1382,  1385 (2000); Miller v. Civil City of South Bend,  904 F.2d 1081, 1087 (7th Cir. 1990), rev'd sub  nom. on other grounds, Barnes v. Glen Theatre,  Inc., 501 U.S. 560 (1991). Of course, no one  argues that erotic dancing at the Island Bar  represents high artistic expression, but "[n]ude  barroom dancing, though lacking in artistic  value, and expressing ideas and emotions  different from those of more mainstream dances,  communicates them, to some degree, nonetheless."  Miller, 904 F.2d at 1087. The Supreme Court has  agreed, explaining that "nude dancing of the type  at issue here is expressive conduct, although .  . . it falls only within the outer ambit of the  First Amendment's protection." Erie, 120 S.Ct. at  1391 (addressing nude barroom dancing); see also  Barnes, 501 U.S. at 566 ("[N]ude dancing of the  kind sought to be performed here is expressive  conduct within the outer perimeters of the First  Amendment, though we view it as only marginally  so."). Moreover, "[s]exual expression which is  indecent but not obscene is protected by the  First Amendment." Sable Communications of  California, Inc. v. FCC, 492 U.S. 115, 126  (1989). Entertainment may not be prohibited  "solely because it displays the nude human  figure. '[N]udity alone' does not place otherwise  protected material outside the mantle of the  First Amendment." Schad v. Borough of Mount  Ephraim, 452 U.S. 61, 66 (1981) (citations  omitted).


24
While the parties agree that nude dancing  receives First Amendment protection, this case  presents three disputed issues on appeal. The  first question is whether the operating  restrictions in Sections X and VIII(A) are  unconstitutional content-based regulations of  expression or legitimate time, place or manner  restrictions. The second question is whether  Section VIII(A) is overbroad. The third question  is whether the licensing provisions in Sections  XI and XIII are unconstitutional prior restraints  on expression. We review de novo the district  court grant of summary judgment. See Matney v.  County of Kenosha, 86 F.3d 692, 695 (7th Cir.  1996).


25
A.  Operating Regulations  for Sexually Oriented Businesses


26
The plaintiffs challenge the Section X hours-of-  operation restriction and the Section VIII(A) ban  on live nudity and sexually explicit gestures as  content-based regulations of protected  expression. They argue that these provisions of  the Ordinance are content-based on their face  because they explicitly target adult  entertainment. The Ordinance applies only to  sexually oriented businesses, which are defined  by the Ordinance with reference to the expressive  activity performed inside. In response,  Cumberland admits that the Ordinance applies only  to adult-entertainment establishments.  Nonetheless, Cumberland insists that the  Ordinance is a content-neutral regulation of  nudity viable under the secondary-effects theory  of Barnes v. Glen Theatre, Inc., 501 U.S. 560,  and City of Erie v. Pap's A.M., 120 S.Ct. 1382.


27
The Supreme Court has long held that  regulations designed to restrain speech on the  basis of its content are subject to strict  scrutiny and are presumptively invalid under the  First Amendment. See R.A.V. v. City of St. Paul,  505 U.S. 377, 382 (1992); City of Renton v.  Playtime Theatres, Inc., 475 U.S. 41, 47 (1986);  Stromberg v. California, 283 U.S. 359, 368-69  (1931). Content-based regulations "by their terms  distinguish favored speech from disfavored speech  on the basis of the ideas or views expressed."  Turner Broadcasting Sys., Inc. v. FCC, 512 U.S.  622, 643 (1994). Since "it is the content of the  speech that determines whether it is within or  without the [regulation]," they single out  certain viewpoints or subject matter for  differential treatment. Carey v. Brown, 447 U.S.  455, 462 (1980); see also City of Cincinnati v.  Discovery Network, Inc., 507 U.S. 410, 429  (1993). These regulations draw strict scrutiny  because their purpose is typically related to the  suppression of free expression and thus contrary  to the First Amendment imperative against  government discrimination based on viewpoint or  subject matter. See Texas v. Johnson, 491 U.S.  397, 403 (1989). Owing to the profound national  commitment to robust, open debate, "[t]he First  Amendment generally prevents government from  proscribing speech, or even expressive conduct,  because of disapproval of the ideas expressed."  R.A.V., 505 U.S. at 382 (internal citations  omitted). The government cannot favor one  viewpoint over another, see City Council of Los  Angeles v. Taxpayers for Vincent, 466 U.S. 789,  804 (1984), nor can the government suppress an  entire category of speech, even if the regulation  is viewpoint-neutral within that category of  speech, because the First Amendment bars  "prohibition of public discussion of an entire  topic." See Consolidated Edison Co. v. Public  Serv. Comm'n, 447 U.S. 530, 537 (1980).


28
In contrast, content-neutral regulations are  justified without reference to the content of the  regulated speech and do not raise the specter of  government discrimination. See Virginia State Bd.  of Pharmacy v. Virginia Citizens Consumer  Council, Inc., 425 U.S. 748, 771 (1976). These  regulations do not refer to expressive content  and do not single out a particular viewpoint or  category of speech for different treatment.  Instead, all speech is treated similarly in an  effort to advance significant government  interests unrelated to content. A general ban on  speech in the vicinity of a school is content-  neutral, see Grayned v. City of Rockford, 408  U.S. 104, 119-20 (1972), whereas an analogous ban  on speech containing an exemption for speech  relating to labor disputes is content-based. See  Police Dep't of Chicago v. Mosley, 408 U.S. 92,  95 (1972). The former regulation requires no  consideration of content before applying the ban,  while the latter regulation requires  consideration whether the speech in question  refers to a labor dispute before it is possible  to determine if the regulation applies. When the  government treats all expression equally without  regard to the ideas or messages conveyed, courts  can be more certain that the government intends  to serve important interests unrelated to  suppression of speech and is not acting with  censorial purpose. In that vein, the government  may institute reasonable time, place or manner  regulations that apply to all speech alike, such  as restrictions on sound amplification at an  outdoor bandshell, see Ward v. Rock Against  Racism, 491 U.S. 781, 791 (1989), or a  prohibition on targeted residential picketing.  See Frisby v. Schultz, 487 U.S. 474, 488 (1988).  Such regulations control the surrounding  circumstances of speech without obstructing  discussion of a particular viewpoint or subject  matter.


29
However, the First Amendment tolerates greater  interference with expressive conduct, provided  that this interference results as an unintended  byproduct from content-neutral regulation of a  general class of conduct. In most cases, the  government may regulate conduct without regard to  the First Amendment because most conduct carries  no expressive meaning of First Amendment  significance. See Graff v. City of Chicago, 9  F.3d 1309, 1315-16 (7th Cir. 1993). However,  broad regulations of conduct implicate First  Amendment concerns when they apply to specific  instances of expressive conduct. For example, in  United States v. O'Brien, 391 U.S. 367, 382  (1968), the Court considered whether a ban on  destroying draft cards violated the First  Amendment, given that draft-card burning  represented a powerful symbol of political  protest at the time. The government argued that  the ban was necessary for the administration of  the Selective Service program, and as the Court  explained, the statute "plainly does not abridge  free speech on its face . . . . [It] on its face  deals with conduct having no connection with  speech." Id. at 375. The effect on expression was  merely incidental to the content-neutral ban on  the general class of conduct because the ban  applied to draft-card destruction of all forms,  not only to draft-card burning intended as  expression. Although it recognized the symbolic  conduct of draft-card burning as First Amendment  expression, the Court applied intermediate  scrutiny because the restraint on expression was  only an "incidental burden" generated by the  government's content-neutral attempt at  furthering significant governmental interests  unrelated to the suppression of speech. See  O'Brien, 391 U.S. at 382; see also Erie, 120  S.Ct. at 1391; Clark v. Community for Creative  Non-Violence, 468 U.S. 288, 293 (1984). As a  result, the government "generally has a freer  hand" with respect to expressive conduct than  with respect to verbal expression. Johnson, 491  U.S. at 406. When the government enacts a  content-neutral regulation on a class of conduct,  citing the harmful secondary effects related to  that conduct, i.e., the subsidiary effects or  "noncommunicative impact" of the speech, courts  presume that the government did not intend to  censor speech, even if the regulation  incidentally burdens particular instances of  expressive conduct. See Erie, 120 S.Ct. at 1392.


30
As such, a general prohibition on all public  nudity receives intermediate scrutiny, rather  than strict scrutiny, when the government offers  as its legislative justification the suppression  of public nudity's negative secondary effects.  See id. In Barnes, the Court upheld as content-  neutral an Indiana public-indecency statute  prohibiting nudity in public places because the  statute was directed at preventing prostitution,  sexual assaults and other criminal activity  associated with adult entertainment--government  interests "not at all inherently related to  expression." Barnes, 501 U.S. at 585 (Souter, J.,  concurring).2 In Erie, the Court sustained an  ordinance nearly identical to the Barnes statute  banning all public nudity because the  government's predominant purpose again was to  combat the harmful secondary effects of public  nudity. See Erie, 120 S.Ct. at 1392. In both  cases, plaintiffs challenged these facially  content-neutral proscriptions on conduct because  the broad prohibitions incidentally illegalized  some expression as well, namely nude dancing. The  Court upheld both regulations because each was  nondiscriminatory on its face with respect to  content and each cited as its legislative  justification the abatement of public nudity's  noxious secondary effects. See id. at 1391-93;  Barnes, 501 U.S. at 585 (Souter, J., concurring).  As the Court explained, "there is nothing  objectionable about a city passing a general  ordinance to ban public nudity (even though such  a ban may place incidental burdens on some  protected speech)." Erie, 120 S.Ct. at 1394. In  neither case did the regulation outlaw nude  dancing specifically or refer to expressive  content; the restriction on nude dancing resulted  incidentally from the general, content-neutral  prohibition on all public nudity.


31
Cumberland argues that the Ordinance is  constitutional under Barnes and Erie because the  Ordinance is justified without reference to  communicative content and supported by a  legislative record of pernicious secondary  effects. The nominal purpose of the Cumberland  Ordinance was addressing secondary effects  allegedly affiliated with nude dancing, including  "prostitution and sexual liaisons of a casual  nature," "sexually transmitted diseases" and  "urban blight and downgrading the qualify of life  in the adjacent area." Cumberland mustered  extensive efforts to construct a legislative  record substantiating their concerns, and the  Ordinance offers the city council's research as  legislative findings and articulates the  abatement of secondary effects as its purpose.  Moreover, as the Court commended in Erie,  Cumberland referenced the evidentiary foundation  set forth in previous Supreme Court decisions  regarding the baneful secondary effects of adult  entertainment. Erie, 120 S.Ct. at 1395; cf.  Renton, 475 U.S. at 50-52. But see Erie, 120  S.Ct. at 1403-05 (Souter, J., dissenting in part)  (arguing that the government must demonstrate a  particularized factual basis for finding evidence  from previous cases to be relevant). Cumberland  argues that its significant government interest  in stemming harmful secondary effects justifies  all the Ordinance regulations of adult  entertainment, including the ban on nudity and  certain sexually explicit movements.


32
However, in patent contrast to the regulations  in Barnes and Erie, the Ordinance is not a  content-neutral prohibition on a general class of  conduct. Like the Barnes and Erie regulation, the  Cumberland Ordinance bans nudity. But unlike the  Barnes and Erie regulation, the Ordinance bans it  with reference to certain expressive content. We  can see this by examining the Ordinance  definitions for various types of sexually  oriented businesses to which the Ordinance  arrogates within its Section VIII(A) ban on live  nudity and sexually explicit movements, Section  X operating restrictions and Section XI and XIII  licensing provisions. Specifically, the  plaintiffs challenge Section II(3) and II(7),  which define "adult cabaret" and "adult theater"  respectively and apply to the Island Bar. Both  these sections cover a commercial establishment  that "regularly features . . . live performances  which are characterized by the exposure of  'specified anatomical areas' or 'specified sexual  activities.'" This definition is the predominant  one in the Ordinance for defining sexually  oriented businesses, appearing within the  definitions for adult arcade, adult motel, adult  motion picture theater, adult mini-motion picture  theater and adult bookstore, novelty store or  video store, in addition to those for adult  theater and adult cabaret.3


33
This definition on its face targets erotic  expression. According to Webster's Third New  International Dictionary, the word "performance"  in this context means "a public presentation or  exhibition . . .  " or "something resembling a  dramatic representation." Webster's Third New  Int'l Dictionary 1678 (1986). This term  undeniably denotes communicative content and  applies explicitly to expression, not mere  conduct. The qualifier "characterized by the  exposure of 'specified anatomical areas' or  'specified sexual activities'" then indicates the  type of content that expression must convey to  fall inside the Ordinance's reach. "Characterize"  means "to describe the essential character or  quality of" or "to be a distinguishing  characteristic." Id. at 376. The Ordinance  therefore discriminates against establishments  that regularly feature certain expressive conduct  distinguished by sexual content. Cumberland  modeled its definition on the discriminatory  ordinances in Renton and Young v. American Mini  Theatres, 427 U.S. 50 (1976), which defined the  regulated adult material in those cases as  "distinguished or characterized by their emphasis  on matter depicting, describing or relating to  'Specified Sexual Activities' or 'Specified  Anatomical Areas.'" Indeed, following the Supreme  Court's lead, we already have held that a  substantially similar definition specifically  singled out adult entertainment for different  treatment. See Entertainment Concepts, Inc. v.  Maciejewski, 631 F.2d 497, 504 (7th Cir. 1980);  see also Richland Bookmart, Inc. v. Nichols, 137  F.3d 435, 438-39 (6th Cir. 1998); International  Eateries of America, Inc. v. Broward County, 941  F.2d 1157, 1160-61 (11th Cir. 1991).


34
As a result, we regard the Ordinance as  content-based. The Ordinance applies only to  certain establishments characterized by their  presentation of live performances with particular  erotic content, and it is the presentation of  expressive content that determines whether  particular establishments are within or without  the regulation. In City of Cincinnati v.  Discovery Network, Inc., 507 U.S. at 429, the  Court explained that a ban on newsracks  containing commercial handbills was content-based  because "whether any particular newsrack falls  within the ban is determined by the content of  the publication resting inside that newsrack.  Thus, by any commonsense understanding of the  term, the ban in this case is 'content based.'"  By the same token, the Cumberland Ordinance is  content-based on its face because whether an  establishment falls within the Ordinance's sweep  is determined by the content of expression inside  it. Cf. Berg v. Health & Hosp. Corp., 865 F.2d  797, 802 (7th Cir. 1989) (finding an ordinance  content-neutral because "it makes no distinction  between types of films or entertainment."). As we  explained in DiMa Corp. v. Town of Hallie, 185  F.3d 823, 828 (7th Cir. 1999), an ordinance that  regulates only adult-entertainment businesses  "singles out adult-oriented establishments for  different treatment based on the content of the  materials they sell or display." See also  National Amusements, Inc. v. Town of Dedham, 43  F.3d 731, 738 (1st Cir. 1995) (stating that  facial discrimination is "a telltale harbinger of  content-based regulation"). The Ordinance  restrictions on nude dancing are not incidental  byproducts from the content-neutral regulation of  a larger, inclusive class of nonexpressive  conduct. Unlike the statute in O'Brien, for  example, which "plainly does not abridge free  speech on its face," 391 U.S. at 374, the  Ordinance by its plain terms specifically targets  erotic expression.


35
This quality sharply distinguishes the Ordinance  from the regulations examined in Erie, Barnes and  other cases elaborating the permissibility of  incidental burdens from the regulation of general  conduct. Those cases analyzed content-neutral  regulations of conduct and depended on the  consequent presumption of government  nondiscrimination. The government could lawfully  prohibit an entire class of conduct, so long as  it did not define the regulated conduct with  reference to expressive content. See Clark, 468  U.S. at 293; O'Brien, 391 U.S. at 382; see also  Arcara v. Cloud Books, Inc., 478 U.S. 697, 707  (1986) (distinguishing regulations of general  applicability from regulations that inevitably  single out those engaged in First Amendment  protected activities for the imposition of its  burden). Thus, for example, an ordinance  forbidding all camping and sleeping in downtown  Washington, D.C., withstood a constitutional  challenge because it was content-neutral on its  face, even though its application to certain  demonstrators who intended to stay overnight in  Lafayette Park effectively squelched their  protest. See Clark, 468 U.S. at 293.


36
Similarly, the public-indecency regulation in  Barnes and Erie does not articulate its  prohibitions with any reference to expressive  content. It prohibits public nudity "across the  board" in a facially content-neutral manner,  Barnes, 501 U.S. at 566, and "does not target  nudity that contains an erotic message; rather,  it bans all public nudity, regardless of whether  that nudity is accompanied by expressive  activity." Erie, 120 S.Ct. at 1391. The  regulation applied to nude dancing only because  it was a form of public nudity, even though the  unintended effect of this application was the  restriction of adult entertainment. However,  neither Erie nor Barnes applied a secondary-  effects rationale to a discriminatory regulation  that expressly targets nude dancing or adult  entertainment for prohibition. See International  Eateries, 941 F.2d at 1161 (refusing to apply  Barnes to an ordinance that singles out nude  dancing for regulation); see also R.A.V., 505  U.S. at 394 (questioning whether "an ordinance  that completely proscribes, rather than merely  regulates, a specified category of speech can  ever be considered to be directed only to the  secondary effects of such speech."). As the  Supreme Court has explained, the mere assertion  of a content-neutral purpose does not "save a law  which, on its face, discriminates based on  content." Turner Broadcasting, 512 U.S. at 642-  43. A secondary-effects rationale by itself does  not bestow upon the government free license to  suppress specific content or a specific message  because such a regime would permit the government  to single out a message expressly, formulate a  regulation that prohibits it, then draw content-  neutral treatment nonetheless simply by producing  a secondary-effects rationale as pretextual  justification. See Madsen v. Women's Health Ctr.,  Inc., 512 U.S. 753, 794 (1994) (Scalia, J.,  dissenting in part) ("The vice of content-based  legislation--what renders it deserving of the  high standard of strict scrutiny--is not that it  is always used for invidious, thought-control  purposes, but that it lends itself to use for  those purposes."). As a result, we have never  applied Barnes or Erie to cases in which the  government regulation by its plain language  targets adult entertainment, even when justified  by secondary-effects theories. See DiMa, 185 F.3d  823; North Ave. Novelties, Inc. v. City of  Chicago, 88 F.3d 441 (7th Cir. 1996); Matney, 86  F.3d 692.


37
Nevertheless, the fact that the Ordinance  definition is content-based on its face does not  necessarily dictate that the Ordinance is  analyzed as content-based and subjected to strict  scrutiny. See DiMa, 185 F.3d at 828; Richland  Bookmart, 137 F.3d at 439. Some time, place or  manner regulations are treated as content-  neutral, even though they are content-based on  their faces. Courts at times have referred to  these regulations as content-neutral, since they  are treated as such in certain contexts. See,  e.g., 11126 Baltimore Blvd., Inc. v. Prince  George's County, Md., 58 F.3d 988, 995 (4th Cir.  1995). But these courts often called them  content-neutral without explaining that the  regulations are in fact content-based and only  analyzed as content-neutral when certain  preconditions are met. See DiMa, 185 F.3d at 828  (explaining that the Supreme Court held this type  of content-based regulation is to be "treated  like content-neutral time, place, and manner  regulations, not that it was content-neutral.");  Richland Bookmart, 137 F.3d at 439. At least in  the domain of adult entertainment, discriminatory  time, place or manner restrictions can be upheld  as content-neutral restrictions on adult  entertainment if they (1) are justified without  reference to the content of the regulated speech;  (2) are narrowly tailored to serve a significant  government interest in curbing adverse secondary  effects; and (3) still leave open ample  alternative channels for communication. See  Renton, 475 U.S. at 47; Young, 427 U.S. at 61;  DiMa, 185 F.3d at 828. This standard strikes a  healthy balance between the citizenry's First  Amendment interests and the government's  legitimate interests unrelated to suppression of  speech. The government may further substantial  state interests by directing speech through  certain avenues rather than others, but only if  the government's means preserve legitimate  opportunity for continued speech. Even when  actuated by a secondary-effects motive, the  government may not "deprive the public of its  ability to 'satisfy its appetite for sexually  explicit fare.'" Matney, 86 F.3d at 697-98  (quoting Berg, 865 F.2d at 803).


38
Content-discriminatory time, place or manner  regulations received intermediate scrutiny in  Renton and Young because the government did not  censor expression and instead advanced zoning  schemes supported by secondary-effects  rationales. Renton, 475 U.S. at 54; Young, 427  U.S. at 72-73. Although neither addressed nude  dancing, both ordinances targeted adult-film  entertainment on the basis of content. With  language similar to the Cumberland Ordinance,  those ordinances defined the regulated adult  material as that "distinguished or characterized  by their emphasis on matter depicting, describing  or relating to 'Specified Sexual Activities' or  'Specified Anatomical Areas.'" Discriminatory on  their faces, the ordinances did not ban adult  entertainment; instead, the ordinances imposed on  adult bookstores and theaters geographic-zoning  restrictions that fell comfortably within the  rubric of a time, place or manner regulation.  Inside the appropriate zones, sexually oriented  establishments were permitted to purvey adult  entertainment "essentially unrestrained." Young,  427 U.S. at 62; see also North Ave. Novelties, 88  F.3d at 444. The Renton ordinance isolated adult  entertainment in concentrated regions to protect  residential and commercial centers, and the Young  ordinance dispersed adult establishments to  diffuse their secondary effects. Neither  ordinance stifled or significantly burdened the  availability of adult entertainment. The Court  noted in Young, "The situation would be quite  different if the ordinance had the effect of  suppressing, or greatly restricting access to,  lawful speech. Here, however, . . . '[the] burden  on First Amendment rights is slight.'" Young, 427  U.S. at 71 n.35 (citation omitted).


39
Applying Renton and Young to a Chicago zoning  ordinance that limited the location of "adult  uses," we explained that a content-discriminatory  regulation of time, place or manner is  constitutional only if it preserves "'reasonable  opportunity' to disseminate the speech at issue."  North Avenue Novelties, 88 F.3d at 445. The key  inquiry focuses upon "the ability of producers as  a group to provide sexually explicit expression,  as well as on the ability of the public as a  whole to receive it." Id. at 444. We upheld the  Chicago ordinance because it "does not prohibit  sexually explicit expression, but merely requires  that such expression take place only in specified  areas, and only in a non-concentrated manner."  Id.; see also Matney, 86 F.3d at 698 (upholding  an open-booth requirement for adult-entertainment  viewing booths because it in no sense purported  to ban or even limit adult entertainment); Berg,  865 F.2d at 802 (same). Thus, only the provisions  of the Ordinance that regulate the time, place or  manner of adult entertainment without removing  alternative channels of communication are  reasonable under the First Amendment.


40
Under this standard, we uphold the Section X  limitations on the hours of operation for  sexually oriented businesses. Section X is a  classic time, place or manner restriction,  limiting the business hours for sexually oriented  businesses to between 10 a.m. and midnight,  Monday through Saturday. In DiMa, we found an  ordinance that restricted the operating hours of  adult-oriented establishments to be content-  based, but analyzed and upheld it under content-  neutral analysis consistent with Renton and  Young. DiMa, 185 F.3d at 831; see also Lady J.  Lingerie, Inc. v. City of Jacksonville, 176 F.3d  1358, 1365 (11th Cir. 1999); Richland Bookmart,  137 F.3d at 439-41; Mitchell v. Commission on  Adult Entertainment Establishments, 10 F.3d 123  (3d Cir. 1993). Combating harmful secondary  effects of adult entertainment is a significant  government interest unrelated to speech content,  and Cumberland satisfactorily established a  secondary-effects justification for its time,  place or manner regulation. See DiMa, 185 F.3d at  830. Whereas the municipality in DiMa did nothing  more than cite the experiences of another  Wisconsin town, Cumberland collected and reviewed  a host of studies on secondary effects and the  need for constrained operating hours.  Cumberland's legislative research indicated that  the hours-of-operation constraint enabled local  law enforcement to concentrate its limited  resources for those business hours. Although  Section X provides fewer hours of operation than  the ordinance in DiMa, we find that the  restriction is not "substantially broader than  necessary," even if more restrictive than  absolutely necessary or justified. Ward, 491 U.S.  at 800.


41
Section VIII(A) presents a more difficult  question. Section VIII(A) proscribes "appear[ing]  in a state of nudity or depict[ing] specified  sexual activities" in a sexually oriented  business. Cumberland bases Section VIII(A) on the  significant government interest in fighting  injurious secondary effects and justifies it by  citing the history of crime at the Island Bar and  research on secondary effects from studies and  other cases. Section VIII(A) is cleverly styled  as a mere time, place or manner restriction  because it forbids certain expressive activity  only within sexually oriented businesses but not  elsewhere. Yet the operation of Section VIII(A)  is clear. In practice, it effectively bans  commercial nude dancing. Section II of the  Ordinance defines a sexually oriented business as  one that regularly features live performances  characterized by the exposure of specified  anatomical areas or specified sexual activities.  But such performances by Ordinance definition  always contain nudity (by virtue of exposed  specified anatomical areas) or depictions of  specified sexual activities, both of which  Section VIII(A) bans within those sexually  oriented establishments. Thus, Section II defines  sexually oriented businesses with reference to  the presentation of live adult entertainment,  then Section VIII(A) stifles that presentation by  forbidding nudity and sexual depictions within  those sexually oriented businesses. To wit, the  Island Bar is a sexually oriented business  because it presents nudity, and as a result, the  Ordinance bans nudity within the Island Bar, the  sole supplier of nude dancing in Cumberland.  Paradoxically, only by refraining from protected  speech can a venue, its operator and its  performers avoid the Section VIII(A)  restrictions. For this reason, Section VIII(A) is  not a mere time, place or manner restriction.


42
Nonetheless, the Supreme Court held in Erie and  Barnes that limiting erotic dancing to semi-  nudity represents a de minimis restriction that  does not unconstitutionally abridge expression.  Erie, 120 S.Ct. at 1397; Barnes, 501 U.S. at 571.  As the Court explained in Barnes, "the  requirement that the dancers don pasties and  G-strings does not deprive the dance of whatever  erotic message it conveys; it simply makes the  message slightly less graphic." Barnes, 501 U.S.  at 571. Similarly in Erie, the Court reiterated  that "[t]he requirement that dancers wear pasties  and G-strings is a minimal restriction in  furtherance of the asserted government interests,  and the restriction leaves ample capacity to  convey the dancer's erotic message." Erie, 120  S.Ct. at 1397. Insofar as it prohibits full  nudity and requires dancers to wear pasties and  G-strings while performing, Section VIII(A) does  not offend the First Amendment. Cf. Dodger's Bar  & Grill, Inc. v. Johnson County Bd. of County  Comm'rs, 52 F.3d 1436, 1443 (10th Cir. 1994)  (upholding similar nudity restrictions under the  Twenty-First Amendment). The Ordinance, however,  goes several steps further. Section VIII(A)  outlaws the performance of a strikingly wide  array of sexually explicit dance movements, or  what the Ordinance misdenominates as "specified  sexual activities," including "the fondling or  erotic touching of human genitals, pubic region,  buttocks, anus, or female breasts."


43
By restricting the particular movements and  gestures of the erotic dancer, in addition to  prohibiting full nudity, Section VIII(A) of the  Ordinance unconstitutionally burdens protected  expression. The dominant theme of nude dance is  "an emotional one; it is one of eroticism and  sensuality." Miller, 904 F.2d at 1086-87. Section  VIII(A) deprives the performer of a repertoire of  expressive elements with which to craft an  erotic, sensual performance and thereby  interferes substantially with the dancer's  ability to communicate her erotic message. It  interdicts the two key tools of expression in  this context that imbue erotic dance with its  sexual and erotic character--sexually explicit  dance movements and nudity. Unlike a simple  prohibition on full nudity, Section VIII(A) does  much more than inhibit "that portion of the  expression that occurs when the last stitch is  dropped." Erie, 120 S.Ct. at 1393. Section  VIII(A) constrains the precise movements that the  dancer can express while performing. The dancer  may use non-sexually explicit elements and semi-  nudity to convey a certain degree of sensuality,  but putting taste aside, more explicit and erotic  content is commonly available on primetime  television without being fairly regarded as adult  entertainment. The Court has declared that the  government cannot "ban all adult theaters--much  less all live entertainment or all nude dancing."  Schad, 452 U.S. at 71. We ourselves explained in  DiMa, "Because this speech is not obscene,  government may not simply proscribe it." DiMa,  185 F.3d at 827. Cumberland cannot avoid this  dictate by regulating nude dancing with such  stringent restrictions that the dance no longer  conveys eroticism nor resembles adult  entertainment. The portion of Section VIII(A)  that bars the "depiction of specified sexual  activities" is unconstitutional because it  prevents erotic dancers from practicing their  protected form of expression.


44
None of the Supreme Court's precedent permits a  government regulation expressly directed at adult  entertainment and imposing such a restriction on  non-obscene adult entertainment. Analyzed under  strict scrutiny, as befits a content-based  regulation, this portion of Section VIII(A)  violates the First Amendment. To survive strict  scrutiny, the provision must be necessary to  serve a compelling state interest and be narrowly  drawn to achieve that end. See Simon & Schuster,  Inc. v. Members of the N.Y. State Crime Victims  Bd., 502 U.S. 105, 118 (1991). This provision  fails because it is not necessary to serve  Cumberland's significant interest in arresting  secondary effects. Cumberland can employ a  variety of less speech-restrictive and more  direct means to fight prostitution, illicit sex,  sexually transmitted disease and urban blight.  See Leverett v. City of Pinellas Park, 775 F.2d  1536, 1540 (11th Cir. 1985). We uphold the  portion of Section VIII(A) that bans full nudity  within sexually oriented businesses but strike  the portion of Section VIII(A) that bans the  performance of specified sexually explicit  movements within sexually oriented businesses.

B.  Section VIII(A) and Overbreadth

45
Having found part of Section VIII(A) to be a  constitutional time, place or manner restriction,  we now reach the plaintiffs' claim that Section  VIII(A) is overbroad. The overbreadth doctrine  prevents the government from casting a net so  wide that its regulation impermissibly burdens  speech. To avoid chilling the speech of third  parties who may be unwilling or unlikely to raise  a challenge in their own stead, the overbreadth  doctrine in certain circumstances permits  litigants already before the court to challenge  a regulation on its face and raise the rights of  third parties whose protected expression is  prohibited or substantially burdened by the  regulation. See Broadrick v. Oklahoma, 413 U.S.  601, 613 (1973). A facial overbreadth challenge  is successful when it establishes "a realistic  danger that the statute itself will significantly  compromise recognized First Amendment protections  of parties not before the Court." City Council of  Los Angeles v. Taxpayers for Vincent, 466 U.S.  789, 801 (1984). The Supreme Court has cautioned  that overbreadth is "manifestly, strong  medicine," Broadrick, 413 U.S. at 613, and has  invalidated regulations only when a limiting  construction is not readily available and the  unconstitutional applications of the regulation  are real and substantial in relation to the  regulation's plainly legitimate sweep. See, e.g.,  Forsyth County v. Nationalist Movement, 505 U.S.  123 (1992); Board of Airport Comm'rs of Los  Angeles v. Jews for Jesus, Inc., 482 U.S. 569  (1987); Brockett v. Spokane Arcades, 472 U.S. 491  (1985); Village of Schaumburg v. Citizens for a  Better Environment, 444 U.S. 620 (1980).


46
Cumberland claims that Barnes and Erie shield  the Ordinance from an overbreadth challenge, but  the Supreme Court did not reach the issue of  overbreadth in either case. In Barnes, a state  court decision provided a limiting construction  that saved the public-nudity statute from  overbreadth. Barnes, 501 U.S. at 565 n.1.  However, speaking for the Court, Justice Souter  questioned skeptically whether the secondary-  effects rationale from that case would protect  against an overbreadth challenge if the statute  "bar[red] expressive nudity in classes of  productions that could not readily be analogized  to the adult films at issue in Renton." Barnes,  501 U.S. at 585 n.2 (Souter, J., concurring). He  doubted that the statute could be applied to "a  production of 'Hair' or 'Equus' . . . in the  absence of evidence that expressive nudity  outside the context of Renton-type adult  entertainment was correlated with such secondary  effects." Id. In Erie, the Court again did not  reach the overbreadth question presented by the  parties. The Court simply reversed the  Pennsylvania Supreme Court on other grounds and  remanded without addressing overbreadth. See  Erie, 120 S.Ct. at 1398, see also Erie, 120 S.Ct.  at 1406 n.5 (Souter, J., dissenting in part)  (noting that the lower court on remand could  dispose of the case on overbreadth grounds, which  the Court did not address). Thus, Barnes and Erie  are unhelpful with respect to overbreadth.


47
We already have found that the Section VIII(A)  ban on full nudity is a permissible restriction  of erotic dancing at the Island Bar, but the  plaintiffs argue on behalf of third parties who  wish to engage in protected speech yet are  deterred by what the plaintiffs regard as the  Ordinance's real and substantial threat of  overbreadth. In this context, the overbreadth  doctrine guards against the suppression of  protected speech unconnected to the negative  secondary effects cited as legislative  justification. See Tunick v. Safir, 209 F.3d 67,  83 (2d Cir. 2000); Triplett Grille, Inc. v. City  of Akron, 40 F.3d 129, 135 (6th Cir. 1994). When  the government restricts speech not associated  with harmful secondary effects, then the  government cannot be fairly said to be regulating  with those secondary effects in mind and the  regulation extends beyond its legitimate reach.  Cumberland has made no finding of harmful  secondary effects resulting from venues outside  of adult entertainment, so the overbreadth  doctrine would invalidate Section VIII(A) if it  stifles substantial expressive conduct  unassociated with the pernicious secondary  effects advanced as the Ordinance's purpose. The  plaintiffs argue that Section VIII(A)  unconstitutionally forbids the regular showing of  live performances featuring live nudity or  depiction of sexual activity, but which sit  outside the domain of adult entertainment and are  uncorrelated with harmful secondary effects.  Specifically, the plaintiffs explain that the  definitions for adult theater and adult cabaret  would cover venues that present theatrical and  artistic performances which feature nudity or  sexual content, but also contain serious  artistic, social or political value.


48
The plain language of the Ordinance determines  whether Section VIII(A) is overbroad. The Section  II definitions for adult theater and adult  cabaret cover a commercial establishment that  "regularly features . . . persons who appear in  a state of nudity or semi-nude." This definition  lends itself to expansive interpretation.  "Regularly" means "in a regular, orderly, lawful,  or methodical way," and "regular" means  "returning, recurring or received at stated,  fixed or uniform intervals ." Webster's, at 1913.  "Features" means "to give special prominence to  . . . ." Id. at 832. The definition for adult  theater and adult cabaret might include within  the Ordinance's province any venue that presents  at orderly intervals, as a matter of normal  course, performances that prominently include  nudity or semi-nudity. So construed, this  definition would include a theater or playhouse  that shows on a regular basis an interpretation  of Hair, a presentation characterized by much  nudity but which the Court has indicated  constitutes protected speech. See Barnes, 501  U.S. at 585 n.2 (Souter, J., concurring);  Southeastern Promotions, Ltd. v. Conrad, 420 U.S.  546, 558 (1975). The text does not limit its  regulation to adult entertainment because an  array of "regularly feature[d]" artistic and  theatrical expression includes live nudity or  semi-nudity without necessarily becoming content  readily analogous to the adult entertainment  regulated in Renton and Young. Unlike statutes  upheld against overbreadth challenges in other  cases, the Ordinance contains no explicit  exception for expression that contains nudity or  sexual depiction but also possesses serious  artistic, social or political value. See, e.g.,  Tunick, 209 F.3d at 71 (exception for  "performances or exhibitions that [take] place  indoors before audiences"); J&B Entertainment,  Inc. v. City of Jackson, 152 F.3d 362, 365 (5th  Cir. 1998) (exception for persons "engaged in  expressing a matter of serious literary,  artistic, scientific or political value"); Farkas  v. Miller, 151 F.3d 900, 905 (8th Cir. 1998)  (exception for venues "primarily devoted to the  arts or theatrical performances"). Nor has the  Ordinance been narrowed by state courts, as was  the statute in Barnes, to exclude protected  expression.


49
Nonetheless, a facial overbreadth challenge  fails when the regulation's plain language is  readily susceptible to a narrowing construction  that would make it constitutional. See American  Booksellers, 484 U.S. at 397. "Regularly  features" lends itself to the definition  described above--giving special prominence at  uniform, orderly intervals as a matter of normal  course. However, the Ordinance does not specify  how long a venue must regularly feature such  content before it qualifies as a sexually  oriented business. For example, a local theater  might offer nightly showings of Hair for only a  month, and it is unclear whether this regularity  suffices to qualify the theater as an adult  theater or cabaret. The local theater probably  would not resemble an adult-entertainment  establishment in the sense contemplated by Renton  and Young, provided that it also regularly  showcased other plays and performances, not all  of which contain nudity, semi-nudity or sexual  content. In this context, a narrowing  construction that comports with the Ordinance's  express intent is readily available: giving  special prominence at uniform, orderly intervals  on a permanent basis. "Regularly features" can be  interpreted to mean "always features." Under this  interpretation, a venue falls within the  definitions for adult theater and adult cabaret  only if it features nudity, semi-nudity or  specified sexual content as the permanent focus  of its business and gives special prominence to  such content on a permanent basis.4 This  construction limits the Ordinance to adult-  entertainment establishments, which always  feature nudity, semi-nudity and specified sexual  content, and excludes theatrical venues that  present shows like Hair or Equus for long  stretches but not on a permanent basis. It is  conceivable, though unlikely, that a theater  might make the presentation of artistic  performances featuring nudity its abiding focus.  But even so, the Ordinance's unconstitutional  applications would not be real and substantial in  relation to its plainly legitimate sweep. See  Brockett, 472 U.S. at 503. At worst, the  Ordinance might require theatrical dancers to don  pasties and G-strings while performing, and those  performers can bring as-applied challenges to the  Ordinance at that time, assuming Cumberland  enforces it against them. In a facial challenge  like this one, there must be a realistic danger  that the Ordinance will significantly compromise  the First Amendment rights of parties not before  the Court. See Taxpayers for Vincent, 466 U.S. at  801. The plaintiffs suggest scenarios to which  the Ordinance might apply on its face and would  unconstitutionally restrict protected expression,  but the Ordinance is readily susceptible to a  narrowing construction that saves the potentially  unconstitutional applications from dwarfing the  Ordinance's legitimate reach. We reject the  plaintiffs' overbreadth claims and reverse the  district court's grant of summary judgment in the  plaintiffs' favor on those claims.

C.  Licensing Provisions

50
The plaintiffs argue that Sections XI and XIII  impose prior restraints on expression, in the  form of licensing, disclosure and qualification  requirements, that are not narrowly tailored to  Cumberland's significant government interests in  stemming detrimental secondary effects. The  plaintiffs do not challenge the procedural  adequacy of the licensing schemes contained in  Sections XI and XIII of the Ordinance. See, e.g.,  FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 228  (1990) (requiring constrained discretion by the  licensor, a limited time frame within which the  licensor must decide and opportunity for prompt  judicial review).


51
Any system of prior restraint comes "bearing a  heavy presumption against its constitutional  validity." Southeastern Promotions, 420 U.S. at  558 (quoting Bantam Books, Inc. v. Sullivan, 372  U.S. 58, 70 (1963)). The proponent of a prior  restraint "'carries a heavy burden of showing  justification for the imposition of such a restraint.'"  New York Times Co. v. United States, 403 U.S.  713, 714 (1971) (quoting Organization for a  Better Austin v. Keefe, 402 U.S. 415, 419  (1971)). However, prior restraints are not per se  unconstitutional because "the state may sometimes  curtail speech when necessary to advance a  significant and legitimate state interest."  Taxpayers for Vincent, 466 U.S. at 804. Indeed,  we already have decided that a licensing  requirement for adult-entertainment  establishments is not unconstitutional per se as  a prior restraint, if it otherwise conforms to  the constitutional requirements of Young. See  Genusa v. City of Peoria, 619 F.2d 1203, 1213  (7th Cir. 1980).


52
Licensing, though functioning as a prior  restraint, is constitutionally legitimate when it  complies with the standard for time, place or  manner requirements. See, e.g., Cox v. New  Hampshire, 312 U.S. 569, 575-76 (1941). Time,  place or manner restrictions that regulate the  conditions under which expression may take place  are permissible so long as the regulation is  narrowly tailored to serve a significant  government interest unrelated to the suppression  of free expression and leaves alternative  channels for communication. See DiMa, 185 F.3d at  828. In Genusa v. City of Peoria, we held that a  city government could require municipal licensing  for adult bookstores based on a secondary-effects  rationale from Young. Genusa, 619 F.2d at 1215.  We upheld required disclosure of certain  information, such as the license applicant's  name, address and proposed place of business,  because this information was "legitimately  related to the state interest that underlies the  zoning provisions." Id. at 1216; see also TK's  Video, Inc. v. Denton County, 24 F.3d 705, 710  (5th Cir. 1994) (requiring a "relevant  correlation" or "substantial relation" between  the information required and the government  interest). We also upheld the requirement that  licensees openly display their adult-use license  because this was rationally related to policing  for licensing compliance and had "no discernible  impact on protected freedoms." Genusa, 619 F.2d  at 1221.


53
Similarly here, we uphold the Ordinance  inspection requirements and certain portions of  Section XI requiring applicant disclosures.  Section V of the Ordinance imposes interior-  configuration requirements, which the plaintiffs  appear not to challenge and analogs of which we  have approved before as reasonable time, place or  manner regulations. See Matney, 86 F.3d 698;  Berg, 865 F.2d at 803. Section XIII(C)(6) forbids  licensing when the premises of the business have  not been approved as in compliance with  applicable laws and ordinances, including those  configuration requirements. This provision  enables the city to enforce compliance with the  special health and safety requirements for  sexually oriented businesses. To the degree that  the Ordinance requires compliance with other  extant health and safety laws applicable to all  Cumberland businesses, Section XIII(C)(6) is  redundant and constitutionally inoffensive. Cf.  Arcara, 478 U.S. at 707 (permitting closure of an  adult bookstore for violating health laws  applicable to all businesses). In contrast to the  City of Peoria in Genusa, Cumberland collected an  adequate body of research to justify its  interior-configuration requirements and  substantiate a connection between these  regulatory requirements and the city's legitimate  interest in arresting secondary effects.


54
We also uphold the Section XI required  disclosures of the following the applicant's  name; proof of the applicant's age; the type of  license for which the applicant is applying; the  proposed location, address and descriptions of  the business premises; identifying personal data.  All this information allows Cumberland to  regulate the time, place or manner of adult  entertainment without censoring expression. This  data enables Cumberland to administer licenses  and monitor compliance with its zoning  requirements, which the plaintiffs do not  challenge. Likewise, requiring proof of employee  age legitimately relates to the government's  interest in preventing underage performers from  engaging in adult entertainment. In addition, we  uphold the Ordinance requirement of a revenue-  neutral license application fee to defray the  costs of administration. See Genusa, 619 F.2d at  1213.5 Yet we invalidate the required  production of a residential address, recent color  photograph, Social Security number, fingerprints,  tax-identification number and driver's license  information. This information is redundant and  unnecessary for Cumberland's stated purposes. Its  required disclosure serves "no purpose other than  harassment," Genusa, 619 F.2d at 1217, because it  is not narrowly tailored to the government's  interests in the time, place or manner of adult  entertainment.


55
The First Amendment also does not allow  licensing provisions based on criminal history  that "totally prohibit certain classes of  persons" from First Amendment expression. Genusa,  619 F.2d at 1218. We struck provisions of the  Peoria licensing scheme in Genusa that  disqualified applicants who previously had a  liquor-license revocation, felony conviction or  a specified sex-related conviction. Id. at 1218.  These provisions were absolute prohibitions on  speech, and the city failed to demonstrate that  its goals "[could not] be effectuated by means  that impact less drastically on protected  freedoms." Id. at 1219. The disqualification  provisions were content-based prohibitions of  expression that do not fall within Barnes and  Erie and fail to provide alternative channels for  communication under Renton and Young. As we  explained in Genusa, "We know of no doctrine that  permits the state to deny to a person First  Amendment liberties other than the right to vote  solely because that person was once convicted of  a crime or other offense." Genusa, 619 F.2d at  1219 n.40.


56
Accordingly, the Ordinance disqualification  provisions in Section XIII for operator and  employee licensing are unconstitutional as well.  Sections XIII(A)(3) and (C)(5) disqualify any  applicant who has been convicted of a "specified  criminal activity," defined as any of the vice  offenses listed in Section II(23).6 Sections  XIII(A)(5) and (C)(4) disqualify any applicant  who recently had been denied or revoked a license  by the city. Section XIII(C)(2) disqualifies any  applicant who is overdue in payment of city  taxes, fees, fines, or penalties in relation to  any business. Like the disqualification  provisions struck as unconstitutional in Genusa,  these license ineligibility provisions absolutely  disentitle classes of speakers from a category of  expression. They produce a complete ban on  certain expression for a disqualified group of  applicants who, by definition, wish to speak, and  such a drastic measure cannot be justified here  as narrowly tailored to resist noisome secondary  effects. Indeed, Cumberland neither conducted nor  cited any study establishing its basic premise  that ownership or performance by those convicted  of specified criminal activity or misconduct is  more likely to lead to secondary effects than  ownership or performance by anyone else.


57
The government may regulate the conditions under  which operators and performers may stage adult  entertainment, and in accordance, it may withhold  or revoke a license pending compliance with  legitimate time, place or manner requirements.  Yet the government may not categorically  disenfranchise a class from protected expression  in this licensing context, at least on the  factual record Cumberland has compiled, because  it thereby fails to provide the alternative  channels for communication required by Renton and  Young for those speakers. Consequently, the  Section XI(E)(3)-(5) required disclosures of the  applicant's criminal and past licensing histories  are unnecessary because, absent any  disqualification ground on those bases, such  disclosures are unjustified by a government  interest here.

D.  Severability

58
The severability clause in Section XXII of the  Ordinance provides that "[i]n the event that any  section, subsection, clause, phrase or portion of  this ordinance is for any reason held illegal,  invalid or unconstitutional . . . such holding  shall not affect the validity of the remainder of  this ordinance." However, the severability clause  can save the constitutionally viable remainder  only if the invalidated elements were not "an  integral part of the statutory enactment viewed  in its entirety." Zbaraz v. Hartigan, 763 F.2d  1532, 1545 (7th Cir. 1985) (internal quotation  and citation omitted). We have found  unconstitutional as they apply to adult theaters  and adult cabarets, the Section VIII(A) ban on  certain sexually explicit movements, several  Section XI disclosure requirements and all the  Section XIII licensing disqualification  provisions. This leaves several discrete sections  that stand on their own: the Section VIII(A) ban  on nudity within sexually oriented businesses,  the Section X hours-of-operation provision and a  licensing system that requires disclosure of  applicant age and business data relating to the  time, place or manner of the sexually oriented  business's operation. In deference to the  Ordinance's robust severability clause, we think  that the unconstitutional provisions of the  Ordinance may be severed workably from the rest.  We therefore permanently enjoin only the stricken  sections and permit the operation of those  sections either upheld or unchallenged.

III.  Conclusion

59
For the foregoing reasons, the following  provisions of the Ordinance violate the First  Amendment: the Section VIII(A) ban on sexually  explicit movements within sexually oriented  businesses; Section XI(C) (fingerprinting  requirement); Section XI(E)(3)-(5), (8)-(10),  Section XI(F)(3)-(4), (6)-(7), and Section XI(G)  (certain disclosure requirements); Section  XIII(A)(3), (5) and Section XIII(C)(2), (4)-(5)  (certain disqualification provisions); and  Section XIII(B) (ineligibility for license  renewal on the basis of specified criminal  activity). The following provisions of the  Ordinance are constitutional and severed from the  invalidated provisions: the Section VIII(A)  prohibition on nudity within sexually oriented  businesses; and the remaining licensing  provisions in Sections XI and XIII. We offer no  opinion regarding other provisions of the  Ordinance that the plaintiffs did not challenge.  We Affirm in part and Reverse in part the judgment  of the district court.



Notes:


1
 Section XIII provides in pertinent part
(A)  Upon the filing of said application for a  sexually oriented business employee license, the  city shall issue a temporary license to said  applicant. The application shall then be referred  to the appropriate city departments for an  investigation to be made on such information as  is contained on the application. The application  process shall be completed within thirty (30)  days from the date the completed application is  filed. After the investigation, the City shall  issue a license, unless it is determined by a  preponderance of the evidence that one or more of  the following findings is true
(1)  The applicant has failed to provide  information reasonably necessary for issuance of  the license or has falsely answered a question or  request for information on the application form;
(2)  The applicant is under the age of eighteen  (18) years;
(3)  The applicant has been convicted of a  "specified criminal activity" as defined in this  ordinance;
(4)  The sexually oriented business employee  license is to be used for employment in a  business prohibited by local or state law,  statute, rule or regulation, or prohibited by a  particular provision of this ordinance; or
(5)  The applicant has had a sexually oriented  business employee license revoked by the City  within two (2) years of the date of the current  application. If the sexually oriented business  employee license is denied, the temporary license  previously issued is immediately deemed null and  void. . . .
(B)  A license granted pursuant to this section  shall be subject to annual renewal upon the  written application of the applicant and a  finding by the City that the applicant has not  been convicted of any specified criminal activity  as defined in the ordinance or committed any act  during the existence of the previous license  which would be grounds to deny the initial  license application. The renewal of the license  shall be subject to the payment of the fee as set  forth in Section XIV.
(C)  Within 30 days after receipt of a completed  sexually oriented business application, the City  shall approve or deny the issuance of a license  to an applicant. The City shall approve the  issuance of a license to an applicant unless it  is determined by a preponderance of the evidence  that one or more of the following findings is  true
(1)  An applicant is under eighteen (18) years of  age.
(2)  An applicant or a person with whom applicant  is residing is overdue in payment to the City of  taxes, fees, fines, or penalties assessed against  or imposed upon him/her in relation to any  business.
(3)  An applicant has failed to provide  information reasonably necessary for issuance of  the license or has falsely answered a question or  request for information on the application form.
(4)  An applicant or a person with whom the  applicant is residing has been denied a license  by the City to operate a sexually oriented  business within the preceding twelve (12) months  or whose license to operate a sexually oriented  business has been revoked within the preceding  twelve (12) months.
(5)  An applicant or a person with whom the  applicant is residing has been convicted of a  specified criminal activity defined in this  ordinance.
(6)  The premises to be used for the sexually  oriented business have not been approved by the  health department, fire department, and the  building officials as being in compliance with  applicable laws and ordinances.
(7)  The license fee required by this ordinance  has not been paid.
(8)  An applicant of the proposed establishment  is in violation of or is not in compliance with  any of the provisions of this ordinance.


2
 A divided Court issued four separate opinions in  Barnes, but under Marks v. United States, 430  U.S. 188, 193 (1977), Justice Souter's  concurrence is the controlling opinion on this  issue, as the most narrow opinion joining the  judgment of the Court. See DiMa Corp. v. Town of  Hallie, 185 F.3d 823, 830 (7th Cir. 1999); see  also Tunick v. Safir, 209 F.3d 67, 83 (2d Cir.  2000) (collecting cases in agreement from other  circuits).


3
 The definition for "adult cabaret" has an  additional clause that again refers to content.  This prong of the definition apprehends within  its ambit a commercial establishment that  "regularly features films, motion pictures, video  cassettes, slides or other photographic  reproductions which are characterized by the  depiction or description of 'specified sexual  activities' or 'specified anatomical areas.'"
The definitions of "nudity," "semi-nude,"  "specified anatomical areas" and "specified  sexual activities" are uncontroversial, and the  parties do not contend otherwise.


4
 In practice, the Ordinance defines adult cabaret  and adult theater as establishments that  regularly feature semi-nudity or depictions of  specified sexual activities. Under the Ordinance,  it is legally impossible to feature nudity  regularly. Any establishment that regularly  features full nudity qualifies as a sexually  oriented business under the Ordinance. As a  sexually oriented business, the venue is then  prohibited by Section VIII(A) from presenting  nudity even once. At that point, the venue could  not be characterized as regularly featuring  nudity and thus would no longer be classified as  a sexually oriented business. As such, it would  be free to show nudity so long as it did not  again "regularly feature" it. The point is that  the Section VIII(A) prohibition on nudity in  establishments that regularly feature nudity is  a legal nullity unless Cumberland or courts  define a time period during which the venue will  be classified as a sexually oriented business, by  virtue of its regular featuring of nudity in the  past, even after Section VIII(A) prevents further  presentation of nudity within.


5
 Section XI(3)-(5) requires disclosure of  information relating to the applicant's  cohabitants, and Section XIII(C)(2) and  XIII(C)(4)-(5) disqualify applicants based on  that information. The plaintiffs do not challenge  these provisions on appeal, and the district  court correctly held that they lack third-party  standing to challenge these provisions on behalf  of their cohabitants. See Schultz, 26 F.Supp. at  1149 n.2. Similarly, the plaintiffs do not have  standing to challenge Ordinance provisions  relating to corporate shareholders because the  Island Bar is a sole proprietorship.


6
 Section II(23)(a) defines "specified criminal  activity" as
prostitution or promotion of prostitution;  dissemination of obscenity; sale, distribution or  display of harmful material to a minor; sexual  performance by a child; possession or  distribution of child pornography; public  lewdness; indecent exposure; indecency with a  child; engaging in organized criminal activity;  sexual assault; molestation of a child; gambling;  or distribution of a controlled substance; or any  similar offenses to those described above under  the criminal or penal code of other states or  countries.


