The beautiful little river town of ST CHARLES , 25 miles northwest of downtown St Louis and forever threatened by flooding - in 1993 it briefly became an island in the swirling waters - remains redolent with lazy charm, despite the advent of its first riverboat casino. Three small though distinct historic districts are crammed with antique shops, specialty outlets and good cafés and restaurants, including the Trailhead Brewery , 921 S Riverside Dr. (tel 636/946-2739), a modern pub housed in an 18th-century grist mill. Lewis and Clark set up strategic camp here in 1804, and are remembered in the interesting small museum .

St Charles's CVB , 230 S Main St (tel 636/946-7776 or 1-800/366-2427, ), has details of downtown's growing range of elegant and amply porched B&Bs . The popular Katy Trail , which hugs "Big Muddy" along the route of an old railroad before turning west to Clinton, is excellent for hiking or cycling. Ride Me Recycles (tel 314/707-7433 or 1-888-274-4626, ) rents bikes and provides pick up and drop off along the trail, as does Touring Cyclist (tel 636/949-9430). Gambling and showboats are anchored along the riverbanks, while the St Charles Princess operates sightseeing, lunch and dinner cruises from Frontier Park (tel 636/946-4995).