Nova Scotia's charming towns and lovely waterfront make for an unforgettable vacation destination. (Clipart.com)

ANNAPOLIS VALLEY -- One of the first things you realize while driving through this picturesque and historic part of Nova Scotia's southwest coast is the wide range of large attractive older homes.

Mostly built of wood, and painted in the deep pastel hues typical of the Maritimes, some are owned by locals while others belong to retirees and weekenders from bigger centres such as Halifax or farther away.

With tourism so much a part of life here, it is not surprising that a few have been converted into guest inns. To show off some of the best, the 23-member Nova Scotia Association of Unique Country Inns invited me last fall to check out a range of their old-style architecture, locales, hospitality and cuisine.

Quite a few of the innkeepers are chefs, who specialize in meals based on local produce of the earth and ocean.

I left wanting to go back.

HILLSDALE HOUSE, ANNAPOLIS ROYAL

One of the biggest inns in the association, this beautiful four-star mansion set back from the street by a curved driveway, was built for this purpose in 1859.

Among its prestigious guests was future King George V, grandfather of Queen Elizabeth II, when he was serving with the Royal Navy, co-owner Paul Stackhouse said. The guestbook shows the midshipman -- who slept in Room 1 in 1884 -- signed in with companions from HMS Canada.

Prince George visited more than 20 years before this country had its own navy.

Old guestbooks also show two governors-general and a prime minister also slept here: Henry Charles Keith Petty-Fitzmaurice, 5th Marquess of Lansdowne, in 1880; author John Buchan in 1937, as Lord Tweedsmuir; and PM William Lyon Mackenzie King, three times from the 1920s to 1948.

The 15 guest rooms, including mine on the top floor of the carriage house, are decorated with antiques. These reflect the taste of the owners -- Stackhouse, president of the inns association, and his partner Val Peterson.

Downstairs, the three parlours also have mid-Victorian antiques. A covered patio offers a shady view of the manicured lawn on the 4.8- hectare estate, and the large dining room offers breakfast.

Born in Hamilton, Stackhouse's family later settled in Chester, N.S. After managing three hotels in Nova Scotia, he quit two years ago, then met Peterson, a native of Calgary and a veteran innkeeper.

"Part of the reason we got into the inn business was for a less stressful life," she said.

Except for about 10 years in the 1960s when Hillsdale was a doctor's house, "it has always been an inn," Stackhouse said.

After the purchase, the couple made a few changes. They had the curved wagon-wheel window moved from the dining room to the carriage house and exposed several hand-painted early murals that had been covered with wallpaper.

In addition to couples and families from across North America and overseas, Stackhouse said "we do a lot of business with bicycle touring groups."

At breakfast, guests Linda Drury and David McBride, from Boston, were setting out again by motorcycle.

Open from April 1 to Nov. 30, nightly rates go from $109-$149 in peak season, and $79 -$109 in low season. Dogs and cats are welcome, by prearrangement. A kennel and food dishes are provided. Contact 902-532-2345, 1-877-839-2821or hillsdalehouseinn.ca.

THISTLE DOWN COUNTRY INN, DIGBY

With an imposing steepled tower, this elegantly converted Edwardian home overlooks Digby Harbour and is within easy strolling distance of shops, pubs and restaurants.

Tucked behind the 104-year-old house built for prominent businessman J. L. Peters are a row of modern guest rooms in a two-storey lodge.

The day we arrived, several guests were relaxing on wooden lawn chairs, looking out towards Annapolis Basin, a ferry terminal and a sheltered dock where the Scallop Fleet regularly moors beside a busy fish-processing plant.

Co-owner and Edmonton native Mel Thomas taught classics at the University of the Pacific in Stockton, Calif. Don Ellis, a native of Kansas City, Mo., lived in Texas, L.A., and San Francisco before becoming chief financial officers of a Stockton hospice. On Feb. 13, 2004, they were couple No. 270 during a San Francisco "marrying frenzy."

Ellis said he planned to open a B&B in Stockton but after searching on the Internet, the couple bought the inn that year and moved across the continent to this town of 2,300.

"It was the right house on the water at the time," he said over dinner in the dining room, which -- like the rest of the six guest-room house -- retains an old-world atmosphere with antique furniture, paintings, prints and richly coloured wallpaper.

Their changes included a California arch to open up the second-floor landing. The former sewing room has a chess table and faces the ocean basin, with a late sun casting shadows from the window onto the hardwood floor.

At night, the landing is lit by a hand-painted 1890s milk-glass ceiling lamp Ellis brought from California. They also installed brocade curtains, wooden cupboards and queen-size beds.

Offering "down east cooking," the dining room specialty -- prepared by Wanda, the long-time cook --is Digby scallops. What else! The wine that night was an excellent 2005 L'Acadie Chardonnay from Jost vineyards in Malagash, N.S. A breakfast omelette filled with the same succulent shell fish was unequalled.

From May 1 to Oct. 31, nightly rates range from $75-$130 for double occupancy. For more information, phone 902-245-4490, 1-800-565-8081 or visit thistledown.ns.ca.

MACKINNON-CANN INN, YARMOUTH

This magnificent 1887 Italianate-Victorian dwelling in a shady neighbourhood near the town centre is only part of the dream that became a reality for partners Michael Tavares and Neil Hisgen.

Rescued from a wrecking ball in 2000 and lovingly restored, the main floor's lavish parlours and dining rooms are decorated with old furniture, mirrors, vases, elaborate fireplaces, crown-moldings, inlaid hardwood floors plus Victorian-style carpeting and wallpaper.

Open year-round, each of its seven guest rooms is decorated from a different decade -- from the 1900s to the 1960s. Stepping out of days gone by, modern amenities include air conditioning, private phones, TVs, plus whirlpool spas in some bathrooms.

It's a far cry from a decade ago, when "the whole block was cut up into apartments, many vacant and condemned," Tavares, a restoration engineer, said.

The partners were not content with a mere facelift. The historic home plus two adjacent homes purchased later underwent complete overhauls.

"Inns tend to become a community institution," said the Boston-born and Florida-raised Tavares.

At age 5, after doing a school project on the deeds to an old home, "I was hooked." After university he became a Boston realtor specializing in restorations and bought a 80-hectare Nova Scotia homestead in the 1980s for vacations.

In Fort Lauderdale, he met Hisgen, a Wisconsin native who spent 28 years as a hotelier and wanted out.

"I wanted a partner who loved Nova Scotia and, after a year of dating, I brought him here," Tavares said. "He loved it."

They acquired a brick mansion in 1998, on their first day in Yarmouth. After buying the nearby condemned future inn in 2000, it took 3 1/2 years to get a building permit. Renovations took over six months. Since opening in 2004, the partners received several awards for what they accomplished.

Located in the business centre of the province's southwest, they have 700 corporate clients, some as guests, others taking advantage of the dining room, Chef Hisgen's domain.

The "Blue House" on the next street -- bought for $60,000 in 1998 and now worth $700,000 -- is being outfitted for offices. The 1875 "Purple House" next door, a church parsonage converted to apartments in the 1970s and later condemned, underwent major renovations last fall and winter.

In the inn's dining room, Hisgen offers five dinner choices, including home-made desserts. His twin, also a chef, trained in Louisiana.

"I worked in the kitchen and was self-taught," Hisgen said.

He made friends with a local Acadian fishing family and buys from their catch every day. From individual and group dinners, Hisgen expanded to weddings, catering four in the inn last year. One party was a 30th anniversary fete for Tavares' parents.

Nightly rates range from $125-$195 from July 1-Oct. 15, $95-$135-$145 at other times. Contact 902-742-9900, 1-866-698-3142 or mackinnoncanninn.com.

GARRISON HOUSE INN, ANNAPOLIS ROYAL

It was a dark and storied night.

Rain coursing off the side veranda roof soaked the fallen leaves scattered on the sidewalk that leads to the downtown shopping district, quiet now except for several late-night restaurants and cafes.

Suddenly, a light flickered between the silent grey stone graves in the nearby pioneer cemetery.

Such sights, host Patrick Redgrave explained, are common in this long-ago capital of the future province, founded by the French in 1605 as Port Royal and British after its capture in 1710.

On this damp but cheery autumn evening, a few brave souls were on one of many "ghost walk" tours held by local expert Allan Melanson near Fort Anne, Canada's second-oldest national park site.

Relaxing with Redgrave and his lady, Ella, who had taken time off from her work in the film industry, two from our group had decided to stay inside during the rain.

A master of words and stories, the genial innkeeper and chef is a fun-loving raconteur -- also a fan of Monte Pythonisms under the right, relaxed conditions, as I discovered two nights earlier over dinner.

Like many of his colleagues, the 57-year-old is an emigre from Ontario.

After growing up in Oakville, then studying at Queen's University in Kingston, "I got the travel bug and went over to Europe," he said.

Redgrave picked grapes in France, moved to Montreal, dropped out of university and travelled again, "bumming around Europe for six or seven years.

"I didn't have a pair of dress shoes," but in the 1970s landed a job in Toronto as assistant manager at Vines Wine Bar, which he called "a daycare centre for Bay Street lawyers."

Later came positions at Grapes and the Vineyard.

"I was 28 at the time" but after eight months, decided to leave the "cutthroat" restaurant business.

Redgrave said interest in good wine "was exploding" 30 years ago and he was soon travelling to Europe again, this time seeking vintages for an import wine business he co-owned.

When his pregnant, now ex-wife, didn't want to raise children in T.O., they found the St. George St. house for sale in Annapolis Royal, then "an aging dowager, with tumbleweeds blowing through town."

It was a perfect time to buy.

The federal government announced a $2.5 million program to help restore what Redgrave calls the "birthplace of Canada," including the downtown and the King's Theatre. The historic gardens were built overlooking what were the first wheat fields planted in North America, and a replica of one 1630s fort building was erected across the street.

Most of the historic inns, he said, were homes built by wealthy sea captains. Unlike some, where liquor was served, "this was a dry house."

When he applied for a liquor licence, serving spirits within 50 metres of a church or cemetery was forbidden. But the elders backed his application and the inn opened in 1982.

The seven bedrooms are homey, but I had a suite with a bedroom, small lounge, large Jacuzzi and a private deck.

In addition to regular fare offered guests and visitors in the 45-seat dining room or 22-seat veranda, seafood, lobster and Digby scallops are specialties. All desserts are made on site and local organic produce is used when possible.

The past 26 years have been more than worthwhile, Redgrave said. Many patrons are regulars, and "I've got children of parents who came here in 1983."

The historic setting and heritage homes attracted visitors and others who decided to settle, but "the main change is it's become much busier."

Unlike stays at motels or regular hotels, Redgrave and the other hosts spoke of enjoying interaction with guests.

"Sometimes the impersonal atmosphere is what people want, but in this type of setting, you can meet the owner and other guests," he said.

Nightly rates from April 15 until mid-December range from $69 to $149. For details, contact 902-532-5750, 1-866-532-5750 or garrisonhouse.ca.

BOTTOMLINE

MORE INFO

Check out the Nova Scotia Association of Unique Country Inns at uniquecountryinns.com.

GETTING THERE

Air Canada and Westjet fly daily from Toronto to Halifax. To reach the Annapolis Valley by car, follow the signs at Halifax Stanfield International Airport to Hwy. 101 west (aka the Evangeline Trail). Another nice way to visit is to fly into Saint John, N.B. and take the ferry to Digby.