With lobster by the boatload, a fascinating working harbor, exceptional museums and history around every cobblestoned corner, Portland, Maine is a good home base for vacationers looking for changing leaves and some solitude from the East Coast's summer tourists.

Waves crash into rocks near the picturesque Portland Head Lighthouse.
For our family, New England's compactness meant Portland was less than a day's drive from stops in Newport, Rhode Island, and Salem, Plymouth and Cape Cod in Massachusetts. We've also stopped in on the way to Acadia National Park, just up the Maine coast, and before setting out for the windy wonders of Quebec's Gaspe Peninsula.

A more leisurely Maine stay this year proved Portland has the goods as a destination in its own right. To see the city as it works, we immediately headed downhill toward the harbor. Poking through galleries and shops in the Old Port neighborhood, we found a Chicago transplant at the Browne Trading Market who gave us tastes of beluga caviar and smoked salmon even before we bought a bottle of Spanish wine.

Down on the piers themselves, diesel smells waft in the salt air as you step around giant rope coils and racks of lobster traps. Portland is the second busiest fishing port in New England, and the enormous fish exchange moves 20 million pounds of seafood a year. Since October is one of the best months for lobstering, the peak season price is a ridiculous $5 a pound‹only $15 for two good-sized beasts. On the piers, visitors arranged to have two ready to take home in a cardboard suitcase.

Wharf guide Angela Clark, who conducts 90-minute Working Waterfront tours for $10 (phone: 207-415-0765) said the waterfront employs more than 3,000 people. Strict guidelines put in place in the 1980s ensure condos will not replace marine activity in the area, she said. Within two hours, we met two lobstermen without even trying. Walking near the Maine Lobsterman Monument at Temple and Middle streets, local native Ray Veilleux told us he regretted selling his lobster license, now worth about $100,000, but purchased for a fraction of that price. Veilleux was first a cod fisherman, but liked lobstering better "because you can come home at night," he said. Now, he's a knowledgeable tour bus driver.

Later, our guide at the Portland Head Lighthouse said he also lobstered after spending 25 years as a middle school teacher. The Portland "light," almost too perfect against a backdrop of crashing waves, was commissioned by George Washington and opened in 1791, he said.

For a grand view of the city, climb to the top of the Portland Observatory on Munjoy Hill. With a population of about 66,000, Portland looks much larger. The creaky observatory looks something like a wooden lighthouse but actually was built in 1807 to allow sentries to send signals to stevedores and shipping companies that schooners were heading into the harbor. Signalers used flags to announce ships from the observatory, which was used until two-way radio emerged in the 1920s.

From a height of 86 feet, the flaggers were able to provide up to two hours' notice of incoming ships, said docent John Serriage, a retired pediatrician, and for once, not a former lobsterman.

"This is one of the deepest East Coast ports," Serriage said. "Unlike Montreal, it never freezes, so a lot of oil comes in headed for Canada." Although its name initially may evoke a yawn, the Maine Maritime Museum makes for a fascinating stop in nearby Bath. Built on a 20-acre seaside campus formerly occupied by a shipyard that built schooners until 1920, the museum walks visitors through shipbuilding in a series of building used for just that. Another building houses a lobster boat and demonstrates just how lobsters wind up on the table. Elsewhere, several school kids worked on a beautiful wooden boat. In a school tradition, the students will sell the completed boat to finance a class trip.

Along with the sextants and scrimshaw in the modern museum gallery, a large painting collection makes the Victorian fishing world come alive with harrowing scenes of gales and angry seas.

Outside Portland in nearby Freeport, L.L. Bean's flagship store and a huge Bean outlet are popular area attractions. The company shipped more than 14 million packages last year, and as a traditional courtesy to late-arriving sportsmen from New York and Boston, the Freeport location is always open. Freeport is also home to Bean's Outdoor Discovery School, with its seminars on fly-fishing, kayaking, shooting and cross-country skiing.

There are other shops to see in Freeport, home also to possibly the most understated McDonald's in the country. Although this McDonald's has lobster rolls, we ate ours at the elegant Haraseeket Inn, followed by a microbrew at the Jameson tavern, established in 1779. With elegant wood trim and the ambiance of an English pub, a plaque declares the Jameson as the "Birthplace of Maine" because that's where local lawmakers formally sat down to separate from Massachusetts in 1820.

For a test-drive of some of your new outdoor gear before heading into the remoter wilds of Maine, the Scarborough Marsh Nature Center, administered by the Maine Audobon Society, is a unique ecosystem unfamiliar to many Midwesterners. The center sponsors canoe tours and rentals for use on a salt marsh that's a paradise for birders. The marsh is such a popular stop for migrating birds that only three weeks in June lack either in or out migration, said the center's director, Linda Woodard. During a short paddle, we spotted ibis, sandpipers and cormorants. On the open ocean, cormorants can dive as far as 100 feet down after fleeing fish, Woodard said.

Fish-eating tourists do well in Portland with a lot less work. The Saltwater Grille is opposite downtown Portland on the Casco Bay, and while eating salmon, we watched a Scotia Prince Cruise ship chug past on an overnight trip to Yarmouth, Nova Scotia.

Built in 1878, the ultra preppy Black Point Inn is a seaside resort on the Prouts Neck Peninsula, where you wouldn't be surprised to see George and Barbara Bush hop off their boat for a gin and tonic. Short of investing in a room, we opted for a dinner that included a walk around the rustic grounds. Breakers sprayed rocky paths that weave among seaside mansions and lobster traps. Timeless inns are one of Maine's strong suits and keep up their traditions for decades. Our waiter said a Black Point guest died last year after spending 90 summers at the resort.

Lobster bakes provide for regular get-togethers at Sebasco Harbor Resort, just outside Portland.
A bit out of town, Sebasco Harbor Resort has been holding lobster bakes in an even more isolated Casco Bay setting since the 1930s. The 550-acre resort holds regular outdoor lobster bakes and is close to perfect seaside hamlets like tiny Fort Popham. Sebasco stays open through October, and we wished we could stay with the more long-term guests, who gazed out to sea from an observatory and lounge in a converted lighthouse.

This trip, we instead headed up the coast to Acadia National Park, where we camped, climbed pristine Mts. Sargent and Penobscot and got our fill of longneck clams in Northeast Harbor.

While driving home the long way around Quebec's Gaspe Peninsula, fresh-faced families tended gardens and their brightly painted cottages in scenes evoking Maine in the 1940s.

During a hike in Quebec's Forillon National Park, a fox played 12 feet away from us near swooping goldfinches in a dazzling bed of yellow, purple and while wildflowers. At the eastern tip of the continent of Cap Gaspe, we spotted dolphins and seals near a lighthouse.

We felt like the last two people on earth, and we were about to start heading home as another pair of tourists walked up. Speaking to my wife in Italian, one of the European visitors learned we were from Chicago.

"Ah," he said. "Then my old friends know your old friends."

"What?"

"Capone!"

It was a predictable joke, rearing its head once more after a wonderful trip. In the world's eyes, mobsters, not lobsters, were our true associates.

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