I know the slogan "Conveniently Located in the Western Portion of West Virginia's Eastern Panhandle" isn't likely to win any hotshot advertising awards, but it's a pretty good way to describe the Woods Resort. My family and I spent a long weekend there recently and aside from the fact that it took us only an hour and a half to get there, it was a perfectly positioned base from which to explore, well . . . the western portion of West Virginia's eastern panhandle.

Which is not to damn the Woods with faint praise. The Woods put me in the mind of two other vacation-home resort/real estate ventures in the region, Virginia's Wintergreen and Pennsylvania's Hidden Valley, but without the skiing. The Woods is a bit less polished aesthetically but an hour closer, which by my calculation is a pretty good tradeoff.

On its 1,800 acres the Woods has 27 holes of golf, two big outdoor pools, five tennis courts (two lit), an indoor pool and recreation center, a lake, a pond (bring your own fishing gear) and some handsome new vacation homes that would not look out of place on the tony cul-de-sacs of McLean or Potomac. (It's also got a couple of dozen vacation cabins, some modest hunting-and-fishing cottages, several ribs of fairway-view town houses and a smattering of hand-built ramblers that look like survivalist refuges.) The whole affair backs onto Sleepy Creek Wildlife Management Area, a forestland cut only with primitive four-wheel trails that offers challenging, beautiful hikes (the fine print warns that hunting season (generally now to December) is not the best time to hike there). Many rental units have whirlpool baths or fireplaces, and one of the three on-campus eateries is a special-occasion restaurant too pricey for our grubby, hot-dog- and hamburger-fed troupe to try. The Woods desk staff is friendly and helpful, though I confess to being unsettled, in my stiff-spined urban manner, when the reservationist, who I sensed was at least 15 years my junior, kept calling me "dear."

Despite the local comforts, we set out to explore and were surprised at how many memorable things there are to do in this area, which lies between Hagerstown and Cumberland, Md. (but for reasons having to do with the hydrology of the Potomac River and the politics of pre-Civil War America is part of West Virginia). West Virginians just call it the Eastern Panhandle, and it's the part of the state that, if you tilt the right-hand corner of a map downward, looks like a silhouette of Alfred Hitchcock. Our boys just view it as one of our best long weekends ever.

On the map at right, I've highlighted the three most memorable locations we checked out during our weekend, but there is more to do west of Route I-81: rafting, kayaking and canoeing on the Potomac and Shenandoah rivers (Blue Ridge Outfitters, 304-725-3444); hiking and biking on the C&O Canal downriver from Paw Paw (301-739-4200, www.nps.gov/choh; Blue Ridge Outfitters offers bike rentals); and (in Maryland) Fort Frederick, one of the few military installations in the region dating from before the Revolutionary War (301-842-2155, www.dnr.state.md.us/publiclands/western/fortfrederick.html).

East of I-81 there's more: Harpers Ferry, Antietam Battlefield, Summit Point Raceway, Shepherdstown and Charles Town. From the Woods, none will keep you in the car much more than 45 minutes. And even if they did, you'd spend the time driving some of the prettiest country roads your radials are likely to touch in this part of the world.

The Woods, 1-800-248-2222, www.thewoodsresort.com. Rates range from $85 a night in the motel-like Walden Lodges to $145 for two-bedroom cabins to $265 for a four-bedroom home. We took a two-bedroom town house overlooking a fairway for $210.

CACAPON RESORT STATE PARK: This full-service, 6,000-acre park would make a great place to stay itself, if you can get reservations at its always-in-demand, affordably priced lodge (50 rooms) or cabins (30, sleeping two to eight); 304-258-1022 or www.wvparks.com/cacapon. The park has a swimming and fishing lake with a sand beach, trail rides, picnic areas, tennis courts, a Robert Trent Jones-designed public golf course and miles of hiking trails snaking through the ridgy, densely wooded landscape. While hiking the easy Piney Ridge Trail, my boys veered up a rocky path and at the peak suddenly cheered and went tearing on down when they saw not more thick forest, but a wide perfect lake shimmering in the near distance. The park rims Cacapon Mountain and offers challenging, rocky hikes for those so inclined. And please, pronounce it kuh-KAY-pun.

PAW PAW TUNNEL: This feat of 19th-century engineering blasted the C&O canal and towpath through a mountain of shale, and walking its length today provides a strangely anachronistic thrill (and even a bit of fear for anybody unwise enough to ignore the warning to bring a flashlight. Trust me, when you get halfway between the portals of the unlit, brick-lined passage, it's really dark). The 3,100-foot towpath is narrow but has a guardrail, which is good since the shallow canal running alongside is about 20 feet below the level of the path. Water also drips on your head. Our boys shined the light on the water and revealed a bullfrog the size of a football doing the breast stroke to escape the beam. There's a water pump and a few portable toilets at a parking lot half a mile away, but this is otherwise an amenity-free zone. There are some nice paths down to the river, which is broad and shallow this far from Great Falls.

Bonus: While driving there from the Woods you'll pass Prospect Peak, one of the region's best rock-you-back-on-your-heels scenic views. Stop and breathe in the overlook of the Cacapon River valley. Or if you're flush, the dining room of the Panorama steakhouse (304-258-9370) frames the view.

BERKELEY SPRINGS STATE PARK: Said to be America's first spa, the pretty, unpretentious town centers on the warm mineral spring surveyed and bathed in by a young George Washington. In the tiny downtown park, there's a bath house offering basic tub soaks or, better, a 750-gallon, square-sided Roman bath where you can bob in a 104-degree elixir; 30 minutes costs $10 per person. Massages, steam and various other add-ons are available in another building (304-258-2711).

Don't miss: Lunch at Tari's, a delightful and arty hometown cafe (304-258-1196); dinner at the Country Inn, next to the park, fancier and charming and, on Saturday nights, featuring dancing and music by former Lawrence Welkian Tom Netherton (1-800-822-6630); and a tour of the creepy, creaky Berkeley Castle (1-800-896-4001), a junior Norman castle knockoff built of local sandstone in 1885 by a Maryland plutocrat for his young, party-hound wife. It's a $5 adult admission for a brief recorded tour of a place that's so unslick it's falling to pieces, but that's part of the fun. Little of the furniture is original, the displays are primitive and the rooms are mostly screened off by metal mesh often used to make racoon cages, but there are at least three ghost stories (and tours this weekend) and a sort of Walker Percy comic doom to the place that make it all worthwhile. Berkeley Springs info:1-800-447-8797 or www.berkeleysprings.com.