Justifiably famous for its seaport, aquarium and picturesque setting, Mystic is predictably packed in the summer, so plan ahead. It's worth it to see the Mystic Aquarium (55 Coogan Blvd., just minutes off I-95, with clear signs pointing the way, 860-572-5955), the reigning Poseidon of New England aquariums. Bark with the massive sea lions, gawk at the penguins as they "fly" underwater and watch a 1,500-pound beluga whale breach in an attempt to keep up with leaping porpoises. There are a live coral reef teeming with tropical fish and sharks, a California kelp garden concealing--among other creatures--a leopard shark, a dreamy jellyfish display, an octopus tank and more (including, of course, a cafeteria and shop). Tickets are $13 for adults, $8 for children.

Across the street is the Olde Mistick Village (intersection of Route 27 and Coogan Boulevard, 860-536-4941), 60 shops and small eateries arranged in a beachy, boardwalky setting. The Mystic Factory Outlet (860-572-8512), just across Clara Street from the aquarium, awaits your wallet. You can also knock out some winter season shopping at the Mystical Christmas shop (90 Greenmanville Rd., off Route 27, on the way to town from I-95, 860-572-9772).

Lodging in the storybook setting of downtown Mystic includes numerous inns. I snagged a perfectly pleasant room (no great view) at the Whaler's Inn (20 E. Main St., a couple of miles from I-95, 1-800-243-2588 or 860-536-1506) for $85 per night; in the summer, rates start at $99. Just two blocks from the main shop-and-eat strip, the inn has its own four-star restaurant, Bravo-

Bravo. For a great burger, try the downstairs bar at the Capt. Daniel Packer Inne (32 Water St., 860-536-3555); the food is accompanied by cold beer, low light and, on most nights, live music. There's a more formal restaurant upstairs.

There's also the quasi-famous Mystic Pizza (860-536-3737) and the Mystic Drawbridge Ice Cream (860-536-2223), both on West Main Street.

For more upscale lodging, check out the Steamboat Inn, with water views, plush rooms (each with a whirlpool) and continental breakfast (73 Steamboat Wharf, off East Main Street, 860-536-8300). Doubles are $180 weekdays to $200 weekends. Cheaper lodging abounds closer to the interstate.

For a real local touch, try breakfast or lunch at Kitchen Little (about a mile west of downtown on Route 27, 860-536-2122), a tiny structure with indoor/outdoor seating along the Mystic River. The food is good (not great) and prices are standard ($6 for an omelet), but the staff and atmosphere make it worth the visit.

And you can't leave without coughing up the $16 to tour the Mystic Seaport (on Route 27, about one mile south of I-95, 860-572-5315), whose 17 acres are split into three sections: galleries, a village and a shipyard. Walk on the old barks, see the schooner Amistad and learn how the boats were built, take the kids to the children's museum or stare skyward in the planetarium.

Be aware of summertime drawbridge hassles. Busy boat traffic raises the span hourly and locals frequently drive miles back to I-95 and return to town via the next exit to avoid waiting in the bridge line.