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Blink as you drive down the main drag in Irvington, Va., and you just might miss it. At first glance, this lost-in-time town of just 673 residents looks fairly unremarkable. But those in the know, know that a tsunami of change is transforming this seductive oasis.

Surprisingly stylish boutiques, gourmet shops, a So-Ho inspired restaurant and an imaginative inn are intertwined in a town with an attitude— a great one. From shopkeepers to strangers on the street or at the farmers’ market, everyone is outrageously nice and noticeably content. There’s an air of whimsy about the town, too, as if the good-sense-of-humor gene is possessed by all. Even the dentist’s office would make the most fearful patient smile. Instead of boring two-by-fours propping up the porch, giant toothbrushes do the job.

Our plan was to spend a few days of R&R at the Tides Inn, not expecting there would be much else to do. While this laid-back landmark, about a three-hour drive from Baltimore, has been around since 1947, it was never high on my getaway list. My take was that it was a tired retreat on some nondescript sliver of land jutting into the Chesapeake Bay between the Rappahannock and Potomac rivers, a.k.a. the Northern Neck.

But then Sedona Resorts, a small hotel company with an eye for environmentally sensitive properties, purchased the 50-year-old family-run resort in 2001. It closed the place for six months, invested $12 million in renovations and upgraded just about everything right down to faucets and towels. Such savvy improvements resulted in a stellar ranking in Zagat’s Top 50 U.S. Hotels, Resorts & Spas and prestigious membership in the Leading Small Hotels of the World, significant motivation for me to reconsider my dated perception.

Perched on top of a lush 45-foot bluff in a quiet cove overlooking Carters Creek, the unpretentious green and white four-story structure celebrates the glories of a simpler life. Other than a classic table topped with a massive orchid display, two benches and a wall tapestry, the airy lobby lets the panoramic view do most of the decorating. Gentle hills dotted with pricey homes embrace a cozy cove that’s sprinkled with sail and powerboats. Miss Ann, the resort’s historic 127-foot flagship yacht, rests at the dock, as if an artist perfectly positioned her for a vast landscape painting.

Simplicity reigns. The main sitting room off the lobby has plenty of welcoming nooks to read a book, play a game or share a coffee or cocktail alongside a grand piano or massive fireplace. The look is understated elegance, not the kind that would satisfy a flashy club crowd or glitzy set. Throughout the hotel and guest rooms, British Colonial décor rules— think dark mahogany plantation shutters, woven bamboo, grass cloth and ceiling fans. The earth tone color scheme uses varying shades of green splashed with palm trees, monkeys, flowers and fauna that’s as calming as the creek.

Four dining options range from a formal dining room with comfy banquettes that encourage lingering to an ultra-casual café directly opposite a sandy beach and boardwalk, quite irresistible for morning strolls. At lunch it’s tough to beat dining on the huge brick patio with a jaw-dropping view of Carters Creek. All you’ll hear are birds chirping, the hum of a passing motorboat, the light tap on a croquet ball or perhaps a page turning in a book. The menu nods to Southern-style food— buttermilk biscuits, roasted rockfish and Smithfield ham prevail, but innovative daily specials add plenty of sizzle.

For a refreshing last impression, instead of caffeine-laden chocolates, at turndown we are treated to two bottles of chilled Carver’s Ginger Ale, a Northern Neck specialty made with real ginger root to aid digestion. A thoughtful touch.

These days hotel spas have become one big blur. They all promise rejuvenation of mind, body and soul. All offer detoxifying rituals of one sort or another, aromatherapy this or that, seaweed-infused whatevers. Attention serious sybarites: The all-time best massage, the most extraordinary experience I have ever experienced on a massage table, is a hot stone massage by Chilean-born Patricio Gomez-Feronda, a Tides massage therapist. His massive hands cradle wonderfully scented, heated lava stones that he rhythmically works into my muscles. The sensation of the heat and his forceful hands and the stones make me want to buy another hour but he’s booked. Don’t be turned off by the fact that the Tides spa isn’t over-the-top posh. Spa coordinator Susan Coz knows what’s important and puts the emphasis where it should be— quality products and service.

Feeling like I could climb a mountain, we head to the Golden Eagle Golf Club. Carved out of a stunning wooded landscape surrounding a 50-acre lake, this recently refurbished course is beautiful and challenging, with lots of bunkers and water in play on six holes. “Golf Digest described it as the toughest golf course that no one has ever heard of, “ says Kenny Clark, the resort’s likable golf pro. “It’s stuck out here in the middle of the countryside but it’s definitely worth the trip.” We agree. So did President Clinton, Tom Cruise and other notables who’ve played here. “Roger Mudd, the news anchor and area resident, plays here often,” says Clark.

At martini time we were curious about the array of wooden locked boxes— a la post office boxes— lining the entry to the bar. Originally they were built to skirt Virginia liquor laws that wouldn’t allow commercial establishments such as restaurants to sell alcohol. Guests and local residents would join the Chesapeake Club, now the cocktail lounge and casual restaurant, and use these locked walnut cabinets to store their own liquor supply. To obtain the provisions at the state store in Urbanna, the Tides would make a “Whiskey Run” or booze cruise aboard the Miss Ann. Launched in 1926, this historic yacht is on the National Historic Register. It’s been guided through many waters by 82-year-old Capt. Frank Hudgins for more than 40 years. The extraordinary boat has a colorful history that he and the gifted staff enjoy sharing. It served the Navy during World War II, searching for submarines lurking in the Chesapeake Bay. After the war, it received a commendation for its role in the development of sonar. State liquor laws changed in the early ’70s, but the Miss Ann continues to make this traditional Saturday Whiskey Run just for fun.

Back at the inn, the only “action” is a short walk or bike ride to the center of town, where crape myrtle-lined streets are sprinkled with chic shops and boutiques. En route we stop by the extravagantly romantic Hope and Glory Inn. This former 1890s butter-yellow schoolhouse is surrounded by authentic Victorian gardens, but inside it’s hardly your grandmother’s B&B. A winding path dotted with signs eschewing lighthearted words of wisdom leads you to fun outdoor showers, a big tub and unique garden sculptures. Inside, the look is Disney meets Architectural Digest. It’s playful, a bit eccentric, totally nontraditional, and exceptionally classy.

Don’t think you’re intruding if you’re not staying there. The Inn boasts a kicky gift shop and co-owner Peggy Patteson genuinely welcomes visitors. Bill Westbrook, her partner and the leader of the pack behind the town’s wave of change, took on the job of transforming an old schoolhouse into a B&B after reading John Irving’s “Hotel New Hampshire” about seven years ago. A short time later, this former ad agency creative director opened the very hip Trick Dog Café, with food as fashionable as any found in Manhattan. (It’s easy to find, just look for the bone on the roof.)

Not resting on his laurels, Irvington’s style icon is continuing to raise the bar on innovation. Westbrook’s idea for preserving a bucolic, 118-acre farm adjacent to Trick Dog Café is to create a vineyard and winery. Grapes have been planted and a tasting room, gift shop, gourmet market and deli are on the drawing board. In the grove behind the winery, Westbrook envisions a unique cottage community reminiscent of something from mid-19th-century America.

Whatever will this serene town with cosmopolitan flavor come up with next? All I know is, I’d love to bottle some of this positive, can-do attitude and share it with naysayers around the world. Before we left town, we took a very big whiff of Irvington air, just in case my suspicion about an elixir in the atmosphere is right.

Details

The Tides Inn, 480 King Carter Drive, Irvington, Va., 804-438-5000 or 800-843-3746, http://www.tidesinn.com

Room Rates: $195 to $850 for a luxury suite. Ask about spa and golf packages. Most of the 106 rooms have great views of Carters Creek but many do not have balconies, so be sure to ask if that’s important to you. Pet-friendly rooms have lovely patios.

For tourism information: Northern Neck Tourism Council, 800-393-6180, http://www.northernneck.org.

Shop

For kooky, outrageous, large garden sculptures and accessories, take a 10-minute drive from the Tides to Katie May’s Antiques (329 Chesapeake Drive, White Stone, 804-746-1502). In Irvington, check out Duncan & Drake (81 Carter Drive, 804-438-5447) for out-of-the-ordinary furniture and home accessories. The Dandelion (4372 Irvington Road, 804-438-5194) has snazzy women’s fashions not found in chain stores. Of-the-moment gals should head to Avolon (4341 Irvington Road, 804-438-6793) for clothes that ooze chic. Khakis (4345 Irvington Road, 804-438-6779) is first rate for men’s fashions. Feeling crafty? Check out Village Needlepoint (4395 Irvington Road, 804-438-9500). Colorful and creative, it’s worth seeing even if you never sew a stitch. For homebodies, Time to Cook (4349 Irvington Road, 804-438-6691) has great kitchen gadgetry. Check out River Cottage (4283 Irvington Road, 804-438-9017) for fabulous Maine cottage furniture in punchy Caribbean colors.

Play

Lots of nearby historic sights include the birthplace of George Washington, James Madison, James Monroe and Gen. Robert E. Lee. Episcopal services have taken place at the stunning Historic Christ Church since 1735. Ingelside Vineyards has award-winning wines and Westmoreland Berry Farm is a great place to pick your own.

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