One doesn't expect to find folks

like Ben Lyon and Jaime Windon living in sleepy St. Michaels. Tall, slender, model-esque, the young 30-something couple-Windon, a professional photographer, and Lyon, once a Wall Street trader as well as a brewer at Cisco Brewers in Nantucket, R.I.-seem like they're out of a rom-com. The formerly long-distance couple moved to the Eastern Shore town in 2012 as a midpoint between Manhattan and Kenya, where Windon lived for two years. They ran a bed-and-breakfast together.


"I'm from Maryland and spent time here," Windon says. "And I just love this quiet Eastern Shore, but you're close to Baltimore and D.C. I had a lot of photography clients that were in those areas, and Ben was doing freelance work at the time. So we thought,

Six months in St. Michaels, it's kind of a project, we'll run this B&B

, which is something I'd always wanted to do. Ben was very supportive of the idea but is also a fantastic cook, so he crafted up eggs benedict."

"I can do it in 12 minutes flat now," Lyon says.

They stayed put in St. Michaels-population 1,000 or so-at the suggestion of a local, who told Lyon that he should fulfill his longtime dream there and open a distillery. Lyon and Windon approached the owners of an old flour mill with the idea, hoping to use the space. The owners were interested, but the building was zoned to be a winery, brewery, creamery, and other things, but not a distillery. Lyon started exploring the process of zoning it for a distillery in September 2012.

"There was no opposition to having a distillery in town. It was more confusion," Windon says, rattling off a number of concerns the zoning board had. "'What is a distillery? What does that mean? Will it be dirty? Does it smell bad? Will people be really drunk? What will the churches think?'"

By December, zoning was complete. In January 2013, they moved into the 6,000-plus square-foot flour mill and started cleaning and renovating. For the next year, they jumped through regulatory hoops that were constantly shifting in midair to secure the adequate federal and state permits. Though they were physically ready to open in May 2013, it wasn't until December of that year that they could begin distilling. "The regs barely are changed from Prohibition to now," Lyon says. "The big distilleries never had the incentive to streamline things 'cause it's like, 'Well, we're in business, that's how it's going to be.'"

"There's not a lot of consistency," Lyon adds. "Rum, in theory, is supposed to be made from some derivative of the sugarcane plant. But then you had somebody who just made a 'rum' from sorghum. Sorghum is not from sugarcane. So TTB [the U.S. Treasury Department's Alcohol and Tobacco Tax and Trade Bureau] approved it as a rum, everybody was like, 'What the fuck?'"

Lyon Distilling Company (605 S. Talbot St. #6, St. Michaels, [443] 333-9181, lyondistilling.com) is only the second craft distillery in Maryland, but it's the first to distill spirits in house. (Sloop Betty bottles vodka and has plans to start distilling soon.) But Lyon and Windon join a nascent national trend of craft distilling, which even the likes of Under Armour's Kevin Plank are getting in on. Hundreds of craft distilleries opened in the U.S. in the past decade, and the boom has precipitated not only confusion about paperwork and regulations, but also consumer uncertainty about what distilleries do. Some package liquor distilled elsewhere, like Sloop Betty and Majestic Distilling Co. in Halethorpe, and others, like Lyon, make their own. "When you say you're a distillery, there should be some distilling involved," Lyon says.

There's not an ounce of uncertainty about a bottle of Lyon rum's origins: Snake through the flour mill's Spartan rooms and you enter the one-room operation where Lyon tends to pot stills throughout the week and where the couple hand-bottles every product they sell-right now, rum, corn whiskey, and soon, rye. (For now, production is


limited, you can only buy their products at the distillery.) The last item is particularly exciting, as rye was a traditional Maryland product up through Prohibition.

"The reason you don't have many distilleries doing rye [is] because it is a pain in the ass to work with," Lyon explains. Rye contains a protein that becomes viscous and gluey when heated above 155 degrees Fahrenheit. "I have had that happen," he says. "High West, Bulleit, Templeton, you have all these rye-whiskey producers who, they actually make their own bourbons and their own whiskeys, but the rye, they buy from this company called LDI in Lawrenceville, Indiana." (LDI is now owned by MGP Ingredients).

Small-batch liquors, then, aren't always what they seem to be. The differences arise in the distilling process. The use of pot stills to heat the spirit's wash (or base alcohol) to just below boiling-as opposed to column stills, which boil the wash-allows for impurities in the resultant product. But those impurities define rum and whiskey, the booze Lyon and Windon are making.


After two run-throughs on the pot still, their rum falls between 140 and 150 proof, or just about 75 percent alcohol. "That other 25 percent is sort of random organic matter, little trace impurities," Lyon says. "In the case of the rum, it's those oils and proteins that are coming through. It's pushed through by that water vapor because the other 25 percent is literally water with this organic material in it, and that's what makes it discernible as, 'OK, this is a whiskey, this is a rum.'"

Windon notes that many visitors to Lyon react adversely to the word "impurities." But, she adds, "most people [who come here] have never seen a distillery; they're super-familiar with wine-making and beer-making for a number of reasons." As with the small wineries and breweries that dot Maryland, consumers will no doubt flock to the distilleries that will surely crop up in the state in future years. Lyon and Windon-who, even in the offseason, were hosting crowds of 200 over the course of a weekend-will welcome the competition. "I hope 10 more distilleries open in the next year in Maryland," Windon says. "That would be awesome. It would elevate the entire industry. I want to work on the Maryland rye trail so that, in a couple years, we are rivaling the bourbon trail."

The Lyon Distilling Company's tasting room is open daily from 12-6 p.m.