When The Osthoff opened in 1886, guests wore starched collars and flowing skirts as they rowed boats on Elkhart Lake (20 miles west of Sheboygan). Sepia-tone prints hanging in the lobby of this elegant white retreat capture those days. The resort was rebuilt in 1995 in classic Victorian style and has since expanded with a new wing that accommodates 48 suites, a spa and restaurant. Today, it's one of the most popular spots in town. In addition to its all-suite lodging, the resort offers guests a fitness room, indoor and outdoor pools, and 500 feet of beach along the lake -- just a sliver, unfortunately, especially given the size of the resort. There's also a spacious game room, kids' camp and various special events, such as free concerts. Guests and day visitors alike can luxuriate in the Aspira Spa, which offers a wide variety of treatments, including Thai massage and chakra balancing. There's also a wonderful culinary school on the premises, L'ecole de la Maison, which holds several classes a week. We appreciate The Osthoff's old-fashioned architecture and mellow atmosphere. But expect the resort to be abuzz with enthusiastic motor heads when big events come to nearby Road America, Elkhart Lake's thriving auto racetrack. Suites start at $210; make sure to request one in the new wing (the suites in the original section need to be updated).