WILMINGTON may not be the most compelling place in America, but this medium-sized city can make for a refreshing break from the tourist trail: not only does it boast the excellent Delaware Art Museum and some pretty waterside parks, but the surrounding Brandywine Valley holds the manor homes and gardens (and factories) of the du Ponts, all open to the public and providing an inside look at the First State's First Family and America's de facto aristocracy.

If you arrive in Wilmington by train, on the Amtrak line between New York and Washington, you'll pull in to the quirky 1907 terracotta station on the somewhat dangerous and run-down south side of the city. From here, the two main streets, Market and King, run north for about a mile to the Brandywine River. Their partly pedestrianized lengths hold a standard array of stores and other small businesses, as well as a handful of restored eighteenth-century rowhouses clustered around the Georgian Old Town Hall , 512 Market St (March-Dec Tues-Fri noon-4pm, Sat 10am-4pm; free), now a small museum of local history. The faceless gray monoliths that tower over the cityscape house the headquarters of hundreds of national companies.

A short walk north of the downtown commercial district, at the top end of Market Street, Brandywine Park comes as a welcome relief from the concrete pavement, with its grassy knolls lining both banks of the Brandywine River. In the residential districts to the north are some of the city's oldest and most elegant houses, many dating from the Revolutionary War, when Wilmington's flour mills fed the American forces. The nearby Delaware Art Museum , 2301 Kentmere Parkway (Tues & Thurs-Sat 9am-4pm, Wed 9am-9pm, Sun 10am-4pm; free; ), has a good range of works by American painters like Thomas Eakins, Winslow Homer and Edward Hopper, as well as a comprehensive collection of English Pre-Raphaelite painting and drawing.

Most of Wilmington's surprising number of important colonial sites are hidden away amid the decrepit and heavily industrialized waterfront to the east of downtown. A poorly signposted "Historic Wilmington" loop stops first at the foot of Seventh Street, where a small monument marks the site of Delaware's first European colony, Fort Christina , set up by Swedish settlers in 1638. Nearby, at 606 Church St, the Hendrickson House Museum andOld Swedes Church (Mon-Sat 10am-4pm; free) is one of the oldest houses of worship in the US, built in 1690 and still retaining its impressive black walnut pulpit.

The downtown CVB at 100 W 10th St (Mon-Sat 9am-5pm; tel 302/652-4088 or 1-800/489-6664, ) has walking and driving tour maps and practical information. Few people choose to spend a night in Wilmington, but if you do, the standard hotel and motel chains exist, or you can shell out $309 on a night at the splendidly ornate Hotel du Pont , 100 W 11th St (tel 302/594-3100 or 1-800/441-9019, ; $250+). For eating , the excellent Waterworks Café , 16th and French streets in Brandywine Park (tel 302/652-6022), is classy (and pricey), or you can scout around the happening Trolley Square area northwest of downtown, where Kelly's Logan House , 1701 Delaware Ave (tel 302/652-9493), serves tasty burgers and other pub fare in a pleasant garden setting.