So You Want To Stay Awhile

Despite the grits and sweet-potato fries on the menu and a name that sounds like Bo and Luke Duke would fit in nicely, the Dixie Grill is not your typical Southern diner. Dalí-esque paintings of fish decorate the lime-green walls, and above the grill is a mural of a sunny-side-up egg screaming as it's about to get eaten. Local musicians sometimes play out back, where a small bar serves microbrews and $2.50 bottles of Pabst Blue Ribbon. The staff is a young, tan bunch who could work as extras on a hip teen drama. And considering that One Tree Hill and Dawson's Creek were filmed in town, along with dozens of movies, they may very well have done so. Founded in 1739, Wilmington remained North Carolina's largest city through the early 1900s. The action clusters where it always has, the east bank of the Cape Fear River, 29 miles upstream from the Atlantic. The red-brick streets were largely paved over with asphalt years ago, but there are a few holdouts, including a handsome, if faded, section of Dock Street near the river. Wil-mington's 230-block historic district includes ramshackle factories converted into restaurants, pubs, galleries, and shops, in addition to Victorian homes so postcard-quaint that the owners must be tempted to run them as B&Bs. (Two home owners who did just that with particular success operate Camellia Cottage and Blue Heaven, which both have big porches and are located five minutes by foot from the river.) With a slew of artists and musicians calling the place home, a state university down the road, and fantastic beaches that are 20 minutes farther, Wilmington simultaneously appeals to hipsters, beach bums, and fans of traditional Southern gentility. But thus far tourists pay more attention to the two port towns it's often compared to--Savannah and Charleston--so Wilmington remains relatively quiet by comparison. Visitors naturally gravitate to the boardwalk lining the Cape Fear. Known as the Riverwalk, it's ideal for strolling at dawn and dusk (and oppressively hot midday in the summer). A $3 ferry does a quick cruise-by tour of town before dropping you off at the Battleship North Carolina, across the river. Head belowdecks on the World War II ship to check out the old bakery, chapel, and sleeping quarters, and placards with soldiers' personal recollections (like the private who complained about how often "wallpaper paste"--rehydrated potato--appeared on the menu). On spring Friday evenings, classic movies are shown under the stars and next to the fighter planes and huge guns that once launched artillery up to 20 miles away. Back on Wilmington's shore, grab an umbrella table at The Pilot House, built in the 1870s and dragged to the riverfront a century later for a new life as a restaurant. The prices that come with a river view are worth it, especially considering the elegant setting (impeccably dressed waitstaff, tables with fresh flowers) and regional favorites (pork loin sandwiches, fried green tomatoes, tons of seafood). Guided ghost walks, trolley rides, river cruises, and tours of the Burgwin-Wright House and other mansions keep folks happy who are into those kinds of things. Others will be content browsing for antiques or nursing a pint at the grungy (in a good way) Barbary Coast, the oldest tavern in town, or at Hell's Kitchen, a market that was re-vamped as a Dawson's Creek set and has since become a hangout for more of those folks who look like stand-ins for Pacey and Joey. Lodging   Camellia Cottage 118 S. Fourth St., 866/728-5272, camelliacottage.net, from $135   Blue Heaven 517 Orange St., 910/772-9929, bbonline.com/nc/blueheaven, from $100 Food   Dixie Grill 116 Market St., 910/762-7280, two eggs, bacon, and grits $6.25   The Pilot House 2 Ann St., 910/343-0200, pork loin sandwich $7.25 Activities   Battleship North Carolina 910/251-5797, battleshipnc.com,$9 (movies $1)   Burgwin-Wright House 224 Market St., 910/762-0570, tour $8 Nightlife   Barbary Coast 116 S. Front St., 910/762-8996   Hell's Kitchen 118 Princess St., 910/763-4133

An intense revitalization effort began years ago in Portland's cobbled Old Port area, transforming it into a clutch of galleries, microbreweries, and stylish boutiques. Today, it seems like every corner of Portland is being rehabbed, including the once-dicey Munjoy Hill. Inventive chefs in search of ultrafresh seafood and produce are hanging out shingles like mad. The result is that Portland has more restaurants per capita than any other U.S. city except San Francisco, and many serve a lot more than just lobster rolls and a good bowl of "chowdah." Some places, thankfully, never change. For 15 years, Becky's Diner has opened at 4 a.m. to serve pancakes and eggs to fisherman. You can see what the fishermen caught at the Harbor Fish Market. You can even buy lobsters packed for travel--around $50 for four (prices are seasonal). Portlanders love the chowder at Gilbert's and the "raw and nude" oysters on the waterfront at J's, which hasn't changed a bit since the 1970s. Any non-seafoodies should check out The Flatbread Company, a dockside restaurant that bakes organic pizzas, like its nitrate-free maple-fennel sausage pie, in an igloo-shaped wood oven. Or head to restaurant row on Middle Street for a meal at Duckfat, specializing in indulgent snacks like Belgian fries (cooked in duck fat) and panini filled with sour-cherry butter. Walk it off by trekking crosstown to the Victoria Mansion, one of the country's best-preserved pre-Civil War residences. Sea-inspired masterworks by Winslow Homer and the Wyeths hang on the walls of the nearby Portland Museum of Art, designed by I.M. Pei's architecture firm. After a long day hoofing it around Portland's hills, treat yourself to an expert foot massage at SOAK Foot Sanctuary and Teahouse, followed by dinner at Portland's best new restaurant, 555. Run by two transplants from Napa Valley, it has a well-curated list of wines available as tasting pours. If you eat just one thing while in town, let it be the Bang's Island mussels, steamed in chive butter with pickled cherry peppers, roasted garlic, and white wine. The West End, a historic residential neighborhood with a leafy promenade, is full of B&Bs that are great alternatives to the city's pricey waterfront hotels. Guests at the Percy Inn stay in one of seven antique-filled rooms named after poets; the narrow 1830s townhouse also features a cozy reading room with fireplace and a 24-hour help-yourself snack pantry. For an only-in-Portland tour by water, hitch a ride with the mail boat as it makes deliveries around Casco Bay. One of the prettiest stops is Great Chebeague Island. See Mac, "the Bike Guy," at the intersection of South and North Roads, and sign out one of the sets of wheels in his front yard that he loans out for free. If you're tempted to spend the night, reserve a room at the Chebeague Orchard Inn B&B. Neil and Vickie Taliento have been innkeepers for 15 years and have the details nailed--cut sweet pea blossoms from their garden, tubes of Tom's of Maine toothpaste, and blueberry pancakes at a farmhouse table. They'll even greet you right at the dock. Transportation   Casco Bay Lines 207/774-7871, cascobaylines.com, round trip to Great Chebeague $9 Lodging   Percy Inn 15 Pine St., 207/871-7638, percyinn.com, $139   Chebeague Orchard Inn 66 North Rd., 207/846-9488, web.nlis.net/~orchard, from $125 Food   Becky's Diner 390 Commercial St., 207/773-7070   Gilbert's 92 Commercial St., 207/871-5636, chowder $5   J's Oyster 5 Portland Pier, 207/772-4828   Flatbread 72 Commercial St., 207/772-8777, pizza $16   Duckfat 43 Middle St., 207/774-8080 555 555 Congress St., 207/761-0555, mussels $12 Activities   Victoria Mansion 109 Danforth St., 207/772-4841, $10   Portland Museum of Art 7 Congress Sq., 207/775-6148, $8   SOAK Foot Sanctuary 30 City Center, 207/879-7625, from $25 Shopping   Harbor Fish Market 9 Custom House Wharf, 207/775-0251

Rain or shine, from spring to late fall, vendors ring the giant state capitol building at the Saturday morning Dane County Farmers' Market, selling vegetables and cheeses, as well as fresh flowers, still-warm loaves of pumpernickel, greasy old-fashioned donuts, and ostrich jerky. Wandering into the scene, you get the idea this is the way life should be: neighborly hellos, generous samples, farmers rubbing elbows with academics, and people pedaling home with purchases in their bicycle baskets. Around every corner are more signs of Madison's friendly, small-town atmosphere. Small groups picnic on the lawn of the capitol building. Bike racks are everywhere, and folks use them. (Rent a bike at Machinery Row Bicycles.) Stroll underneath the enormous red marquee of the Orpheum Theatre for popcorn in red-striped boxes straight out of the 1950s. Yet Wisconsin's state capital also has its cosmopolitan side. When the Orpheum isn't hosting live bands like Death Cab for Cutie, it screens independent films. After shows, patrons linger in the lobby--with its sweeping split staircase and intricate moldings--which doubles as a moderately priced restaurant. Locals consistently fill tables at Bandung Restaurant, in a strip mall just east of downtown, for Indonesian dishes like the nasi rames sampler, with portions of spicy beef tenderloin, homemade tempeh, and marinated vegetables in a curry sauce. The Chazen Museum of Art hosts free, continually changing exhibits, such as an upcoming one on 20th-century American painting, featuring works by Georgia O'Keeffe and Guy Carleton Wiggins. Inevitably, everyone winds up poking around the bars, boutiques, and restaurants of State Street, which connects the capitol and the gorgeous lakeside University of Wisconsin campus. Chocolate Shoppe makes ice cream that's nearly sinful, with flavors such as Fat Elvis (banana ice cream with peanut butter and chocolate chunks) and Gaelic Delight (vanilla swirled with crème de menthe). The House of Wisconsin Cheese sells squeaky, rubbery, tasty cheese curds by the pound, and goofing off with its dorky Cheesehead apparel (bowties, sombreros) is difficult to resist. Stop by State Street Brats for a red brat--a Wisconsin-specialty sausage that uses smoked beef instead of the traditional pork. While you eat, take in a Wisconsin Badgers football game on one of the 25 televisions. Last year, Sports Illustrated ranked State Street Brats the 13th best sports bar in the country. Even though most of the 28,000 undergraduates leave during the summer, Madison is a party town for all seasons. Lederhosen-bedecked staff at Essen Haus, just next door to the Hotel Ruby Marie, serve 17 German drafts in giant glass boots, while a polka band oom-pah-pahs joyfully. High Noon Saloon hosts bluegrass musicians and hip-hop artists alike, as well as an indoor craft fair where you can browse locals' works while enjoying a pint of New Glarus Spotted Cow ale. Head to the university's Memorial Union Terrace, overlooking serene Lake Mendota, and just hang out if you want the most Madison-esque of all experiences. Sunbathe at water's edge during the day, or share a pitcher of beer and boogie to free live music by night. At one reggae show last summer, students bobbed near the stage, while couples and groups of friends clustered at tables, and grinning parents hoisted equally happy kids onto their shoulders. Like so much of Madison, the Terrace scene manages to be cool and wholesome in the same breath. Transportation   Machinery Row Bicycles 601 Williamson St., 608/442-5974, $20 per day Lodging   Hotel Ruby Marie 524 E. Wilson St., 877/690-7829, rubymarie.com, from $92, breakfast included Food   Bandung 600 Williamson St., 608/255-6910, nasi rames $13   Chocolate Shoppe 468 State St., 608/255-5454   House of Wisconsin Cheese 107 State St., 800/955-0238   State Street Brats 603 State St., 608/255-5544, red-brat basket $4.75 Activities   Dane County Farmers' Market Capitol Square, 608/455-1999   Orpheum Theatre 216 State St., 608/255-6005, orpheumtheatre.net, movie $7.25   Chazen Museum of Art 800 University Ave., 608/263-2246, chazen.wisc.edu   Memorial Union Terrace 800 Langdon St., 608/265-3000, union.wisc.edu Nightlife   Essen Haus 514 E. Wilson St., 608/255-4674   High Noon Saloon 701 E. Washington Ave., 608/268-1122, high-noon.com

After Birkenstock sandals, the most common accessory in Burlington is the coffee cup. Every third store on Church Street, the four-block pedestrian area up the hill from Lake Champlain, seems to be a coffee shop. If people aren't sitting and sipping, they're walking, riding extra-long skateboards, or even pedaling bicycles with java in hand. The thing about Burlington is, all that caffeine apparently never kicks in. No one ever seems in a hurry. Droopy-eyed shopkeepers, artists, and college kids always have the time to chat, play Hacky Sack, pet somebody's dog--or grab another coffee. The most popular coffee comes from Speeder & Earl's. The tiny Church Street branch offers around 10 brews that change daily, often with three or four from Central America alone. The roasting takes place at a bigger location a few blocks away. As with Bartles & Jaymes, there's no real Speeder or Earl; the name derives from a 1950s song by the Cadillacs. But the company's logo is a sort of metaphor for Burlington's split personality. On every cup is a cartoon of two men: a thin dude with slick black hair and a leather jacket, and a David Crosby type with a mustache and long hair. The mountain-man beard is alive and well in Burlington, but the town also has its edgier side--perhaps the result of the five area colleges, which attract tons of out-of-state students. You'll spot a fair share of tattoos and black clothing. Good music and good food are priorities, and big reasons why so many students stick around for years after graduation. On any given night, a handful of bands will take stages within a few blocks of Church Street, playing anything from Allman Brothers covers to hip-hop originals that are more hippie than gangsta. Red Square, a labyrinth of a place with multiple interconnected rooms, and Nectar's, stomping grounds for the jam band Phish, score points for reliably talented musicians who experiment to keep things interesting. For lunch, the Red Onion Cafe's signature sandwich--hot turkey, thin apple slices, tomato mayo, smoked Gruyère, and red onion on your choice of homemade bread--is legendary. Or create an instant picnic with readymade pastas and salads at Cheese Outlet Fresh Market, which also has more than a dozen kinds of olives and too many cheeses to name. Vermont Pub & Brewery serves excellent bar food and the best pints in town. There's even homemade root beer. It seems like a waste to visit Vermont and not take in fresh air, green mountains, and lakes. Knock out all three by renting a bike at non-profit Local Motion, and go for a ride on the converted rail path that borders the lake. To really escape into the country, bring your bicycle on the scenic hour-long ferry and explore the winding mountain roads across the lake in Port Kent, N.Y. The country vibe continues back on the Vermont side at Willard Street Inn, despite the fact that the converted mansion is just four blocks from Church Street. Guests wake to breakfast in a handsome room with a piano and checkered marble floors, overlooking evergreens and a huge garden dotted with Adirondack chairs. Transportation Lake Champlain Transportation King Street Dock, 802/864-9804, ferries.com, round trip with bike $8.75 Local Motion 1 Steele St., 802/652-2453, full-day bike rental $25 Lodging Willard Street Inn 349 S. Willard St., 800/577-8712, willardstreetinn.com, from $125 Food Speeder & Earl's Coffee 412 Pine St., 800/849-6041 Red Onion Cafe 140 1/2 Church St., 802/865-2563, Red Onion sandwich $6.60 Cheese Outlet Fresh Market 400 Pine St., 800/447-1205 Vermont Pub & Brewery 144 College St., 802/865-0500, burger $5 Nightlife Red Square 136 Church St., 802/859-8909 Nectar's 188 Main St., 802/658-4771 Resources Lake Champlain Bikeways 802/652-2453, champlainbikeways.org, free maps and guides