As waterside developments go - Baltimore's Inner Harbor, Boston's Quincy Market, the South Street Seaport in New York's Manhattan - the Old Port Exchange in Portland, Maine, is perhaps the most affectionate toward its heritage. More than an annexed, renovated tourist attraction, Old Port links the city to its soul, the sea.

A visitor wandering the narrow lanes along Exchange Street or Dana Street need not detour too far to find a crew of fishermen unloading lobster traps by the rear of a fish market. Just past the wharves, he will see yachts bobbing in the cove or a hulking oil tanker floating past in Casco Bay.A tourist with a yen for a bay cruise can board one of the Casco Bay Line's ferries and mingle - perhaps with other out-of-towners, but mostly with the locals shuttling home to one of the many island "suburbs."

And among the ice-cream shops and galleries are cavernous marine supply houses and sail makers and chandlers that cater to the seafaring trade.

Portlanders eat at Old Port's restaurants (operate them, too) and shop at the bookstores and variety shops and drink at Gritty McDuff's microbrewery. On the weekends they bring their kids down for a Ben & Jerry's cone or a T.J. Cinnamon's sweet bun.

Old Port is more than a city theme park or a newly gentrified neighborhood for yuppies. Quite literally, it works.

I remember the Portland of three decades ago, when it was a seedy, stagnant urban center with not many possibilities.

Suburbanization was taking hold with a vengeance in all of New England, and Portland - the great state of Maine's first capital (since replaced by Augusta), and a vibrant, prosperous port and shipbuilding center in the mid-19th century - was just another Yankee town on the skids, its economy shaky, its lovely Victorian buildings well-kept but unadmired.

Tourists came close to Portland for the beach and the sun and the fried clams and the lobsters; the gold-coast strip to the south, from Kittery to Kennebunk, drew the wealthy and the not-so-wealthy, and Old Orchard Beach, a 20-minute drive from the city, attracted fun-loving families and scads of French Canadians.

By and large, though, travelers heading north to Brunswick or Boothbay or Bar Harbor took the highway bypass around Portland. Except to see a lighthouse or two or the old brick house where Henry Wadsworth Longfellow had lived, there really was not much reason to stop in the city over the past quarter century.

Today there is.

Old Port is the most obvious. A compact and rather delightful attraction, it is rampant commercialism, of course, but the city planners have done their best to keep out (or disguise) fast-food chains and gimmicky catalog stores and pseudo-authentic restaurants.

To visit Maine is still, after all, a return to a different age. Yankees here regard "progress" with a jaundiced eye, with a cynical, and often witty attitude. On the Maine Turnpike, there's a road sign that announces, "FOOD-FUEL-ATM, 5 MILES." State o' Mainers have their priorities in order.

But visitors should leave the few square blocks of the port district at some point and discover the rest of Portland.

The art museum, smack in the middle of town by Congress Square, looks something like a firehouse without the big doors: several stories of red brick. Designed by I.M. Pei, the museum is high ceilings and white walls, small enough to do in an afternoon, with an attractive patio for coffee-breaking and some surprising acquisitions: Eugene Atget's evocative black-and-white photographs of Paris; a Mapplethorpe nude, an Andrew Wyeth oil, a Chagall, a Matisse.

When I visited last summer, the museum was home to an extraordinary traveling exhibition of major French and American artists. "Impressionism and Post-Impressionism: The Collector's Passion" was a world-class show, with paintings by Renoir, Degas, Monet, Cezanne, Whistler and Vuillard. You won't confuse the Portland Museum of Art with another New England institution - Boston's Museum of Fine Arts - but it's much more than a poor relation.

Just a short walk from the museum, down the main drag of Congress Street and past vacant storefronts and a couple of "for lease" signs in the shop windows, is the brick townhouse where Portland's favorite son, Henry Wadsworth Longfellow (a statue of the poet contemplates the traffic passing at the intersection of State and Congress) spent several years of his young life.

The house was built more than two centuries ago by the poet's grandfather, and Henry lived in it from infancy until his sophomore year at Bowdoin College, up the road a piece in Brunswick. The house is heavy into Victorian bric-a-brac and furniture that dates from the early 1800s. There's a lovely garden in the back, and tours are offered for $3.

A short drive from downtown is the city's most historic residential area, the Western Promenade, where the oldest home dates back to 1799. The area (there's an Eastern Promenade east of it) developed in Portland's booming prosperity of the mid-1800s, but it became the showplace neighborhood after the spectacular fire of 1866, which destroyed one third of the city.

Prominent local architects from the 19th and 20th centuries, including Frederick A. Tompson and Francis H. Fassett, contributed to the melange of styles found in this west-end borough, and it remains today as one of America's best-preserved Victorian neighborhoods.

The Old Port Exchange itself makes a terrific base for day life or night life: You can take it in little doses - an hour here, an hour there - or in one big swallow if time is limited.

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A full day's agenda might go like this: a brisk walk from the Regency Hotel in the middle of Old Port to the Good Egg Cafe up on Congress Street; a slow browse past the shops; a two-hour afternoon cruise of the Casco Bay islands; a late, light lunch at Walter's Cafe; more walking and a nap before dinner, then dancing at Salutes, the nightclub at the Regency.

There are enough eats for a week and then some. Among the more inventive restaurants is Street & Co., where the iron stove in the front window isn't just for show. This 40-seat bistro was opened by former Boston financier Dana Street (it's only coincidence the establishment is at the corner of Dana Street), who promises not to change his modus operandi this summer. "If it ain't broke, don't fix it, I say," he said. At dinner last summer, scallops sauteed in Pernod and cream was spectacular, served bubbling in a skillet. Even if you visit in summer, try for a table inside; cars pass down the street a few inches from the cafe tables. This is, after all, not Place de l'Opera.

A couple of cafes are well placed to received weary walkers. Portland Coffee Roasters, on Commercial Street diagonally across from the ferry, serves up expensive sweets with their brews, which I found to be on the weak side. Green Mountain Coffee Roasters, a few blocks up from the water on Temple Street, is on the edge on funkiness. For pastry try the Port Bakehouse on Commercial Street. For stronger brews try Gritty McDuff's noisy microbrewery on Fore Street, where snacks and meals are available all day.

If you don't want to dance at Salutes, perhaps a stop at the Friday's bar and a late stroll in the salt air are more your kind of nightcap.

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