Newburyport, just a few minutes from I-95 on Massachusetts' relatively undiscovered North Shore, is one of those effortlessly quaint New England towns that positively reeks of charm. Oh, wait, that's the decaying fish down by the wharf.

Anyway, this pristine 19th-century town located just before the New Hampshire border is a great place to stop for a stroll and a bite and a peek into the past. It was an important shipbuilding center 150 years ago, and has a swath of elegant mansions to prove it.

The Custom House Maritime Museum (25 Water St.), with maritime artifacts, ship models and instruments, will give you a good sense of the town's thriving past; then stroll down High or State streets and admire the architecture, including Tracy Mansion (now the town library, 94 State St.) and the Cushing House Museum (98 High St.), the 1810 home of the first U.S. envoy to China, with needlework, paintings and furniture of the period.

Keep walking, past the inviting town square overlooking the harbor, to the pleasant waterfront boardwalk, with its swooping seagulls straight out of some animal version of Central Casting. Grab some lunch at the Black Cow (54 Rear Merrimack St.)--it's right on the water, so you can gawk at the yachts while you eat. There's a great Saturday and Sunday lunch as well as the usual burgers and seafood (fresh-grilled fish is a specialty). Lunch runs about $15 for one.

The narrow streets of downtown are packed with cafes, bookstores, ice cream shops and boutiques. Two to seek out: Ashley & Barnes (55 Pleasant St., 978-463-9505), with distinctive furniture and housewares, including romantic iron bedsteads, tile tables and chenille pillows; and Ambiance (10 Pleasant St., 978-499-0178), whose quirky mixture of ivy topiaries, Provencal tablecloths and Tuscan bath salts is irresistible.

Feeling outdoorsy? Check out the Parker River Wildlife Refuge (978-465-5753), three miles east of town on nearby Plum Island--it's one of the few natural barrier beach, dune and salt marsh complexes left on the Northeast coast, and its saltwater and freshwater marshes make it a great place to observe many species of migratory birds and other animals. Newburyport is also a good jumping-off point to go whale-watching, May through October, if you've got a spare four hours (Newburyport Whale Watch, 54 Merrimack St., 978-465-7165, $25, whale sightings guaranteed, reservations suggested).

To reach downtown Newburyport, take Route 113 east about 2 1/2 miles from the exit and make a left on Green Street; there's public parking on the waterfront. Information: Greater Newburyport Chamber of Commerce, 978-462-6680.

CAPTION: You'll find plenty to keep you busy in the surprising little town of Newburyport.