Main attraction: A beautiful new waterfront park and a 2½ -mile water trail where paddlers can canoe and kayak.

Small-town surprise: The new Port of Leonardtown Winery is home of the Southern Maryland Winegrowers Cooperative. Besides a tasting room for sampling vino, enjoy tours and demonstrations during the crushing cycle. 23190 Newtowne Neck Road, 301-690-2192, portofleonardtownwinery.com

Eat here: Cafe des Artistes. The chef/owner of this classic French bistro trained at some of the top culinary institutes in France. The menu highlights local ingredients and wines. 41655 Fenwick St., 301-997-0500, cafedesartistes.ws

Stay here: Marble bathrooms and soaking tubs are among the amenities at the Executive Inn and Suites, a new upscale hotel in the downtown business district. 41655 Park Ave., 301-475-3000, http://www.execinnparkave.com.

Don't miss: The Religious Freedom Byway, part of the National Scenic Byways Program, traces the Potomac River in southern Maryland and features some of the nation's oldest churches, including the Francis Xavier Church, the state's oldest Roman Catholic Church in continuous use.

Info: visitstmarysmd.com or leonardtown.somd.com



Maryland's Coolest Small Towns



There's nothing official about this list, but here are some more of our favorite small towns (population 10,000 or less):

Berlin (Worcester County)

Boonsboro (Washington)

Centreville (Queen Anne's)

Chestertown (Kent)

Emmitsburg (Frederick)

Frostburg (Allegany)

La Plata (Charles)

North Beach/Chesapeake Beach (Calvert)

North East (Cecil)

Ocean City (Worcester)

Pocomoke City (Worcester)