Though it's the largest town on North Carolina's coast, WILMINGTON , set back along the Cape Fear River fifty miles short of the southern border, has a welcoming down-home feel. During the Civil War, it was briefly the Confederacy's most important harbor, exporting cotton all over the world. " Blockade-runners " would attempt to outrun the Union navy, racing into the safety of Fort Fisher's guns some twenty miles to the south of town; "Rebel Rose" Greenhow, glamorous Confederate spy, drowned here during a run in 1864.

Wilmington today is attractive and friendly, with a historic district, starting on the south side of Market Street and stretching east along Third Street, that feels genuinely lived in. At 814 Market St, the Cape Fear Museum (summer MonSat 9am5pm, Sun 25pm; rest of year closed Mon; call for admission fee; tel 910/341-4350) gives a lively account of local history, while Louise Wells Cameron Art Museum (formerly St John's Museum of Art), 114 Orange St (TuesSat 10am5pm, Sun noon4pm; $3; tel 910/763-0281), features works by the nineteenth-century Impressionist Mary Cassatt. Architecture fans should head for the Bellamy Mansion Museum of History and Design Arts , in an ornate antebellum mansion at Fifth and Market (TuesSat 9am5pm, Sun 15pm; $6; tel 910/251-3700) which concentrates on restoration, preservation and local design. The extravagant houses, ornate City Hall and lovely old Thalian Hall demonstrate Wilmington's former wealth, but it's the cobbled streets of the weathered, boardwalked waterfront , dotted with laid-back cafs and restaurants, that really appeal. Chandler's Wharf , an upmarket shopping mall in a restored warehouse, is typi cal of the area's revitalization, while the Cotton Exchange , 321 N Front St, sells crafts and food in a group of buildings that housed a grain mill, warehouse and cotton business. The blocks back from the waterfront are lined with quirky thrift shops and memorabilia troves. Wilmington's notoriety as a popular film location has earned it the nickname "Hollywood East." Blue Velvet and Teenage Mutant Ninja Turtles were shot in the area, and EUE/Screen Gems Studios, at North 23rd Street, boasts the set of the hit teen-drama Dawson's Creek (tours WedSun; $10; call Silver Screen Tours for reservations tel 910/675-8479).

Twenty miles south on Hwy-421, near Kure Beach, Fort Fisher State Historic Site commands a spectacular rocky position overlooking both the sea and the mouth of the Cape Fear River. A small museum focuses on the fort's days as a Confederate stronghold, with relics from sunken blockade runners and various weaponry (call for hours; free; tel 910/458-5798).