Foam-fringed waves break against the shore, as latte-colored sand sifts through our toes on the beach in Petoskey, a historic resort town along Lake Michigan's Little Traverse Bay. We had planned to spend the day exploring shops in the community's century-old Gaslight District. Instead, sloping downtown streets led us irresistibly toward the sailboat-studded bay.

On the beach, shoppers who've kicked off their shoes stroll among sunbathers and swimmers. We wade in the turquoise surf, khakis rolled to our knees. Maybe we'll shop tomorrow . . . .

Plans have a way of shifting here, like the sand that edges most of the northwestern shore of Michigan's Lower Peninsula. From the Traverse City area north to Mackinaw City at the peninsula's tip, beachcombers track gritty trails along main streets that skirt busy harbors and lead to broad sands.

Near this region's southern reaches, massive dunes rise above Lake Michigan. Grand Traverse Bay surrounds one hilly peninsula and laps at the shores of another. Farther northeast, Little Traverse Bay opens into Lake Michigan.

Meandering around inland lakes and through small towns, a 110-mile stretch of US-31 links these two bays and extends north to Mackinaw City. Along the way, new resorts thrive beside the gingerbread-trimmed cottages and other legacies of Victorian-era vacationers who arrived by steamship. Glimpses of the past flash into focus as clearly as lake views that open at nearly every turn. On Mackinac Island (20 minutes by ferry from Mackinaw City), it seems we've left the present behind altogether.

Sheltered at the foot of Grand Traverse Bay, Traverse City reigns as the region's unofficial capital. We gather with bayside residents on one of the beaches a short walk from this resort community's downtown. Gazing out over the marina, past sailboat masts jutting into the sky, the bay's calm waters shift colors like a chameleon warming itself in the sun.

Along Front Street, where Victorian-era buildings house restaurants and many of the town's 100-plus specialty shops, we stop to sip an espresso at Horizon Books' sidewalk cafe. Saxophone music drifts from Bistro Amical, the neighboring French eatery. Farther east along busy US-31, resorts and condominiums ring the bay.

Visitors can watch workers harvest cherries or pick their own at 55-year-old family-owned Amon Orchards to the north along US-31. Dave Amon says, "Folks tell me they remember tasting their first handpicked cherries here when they were kids. Now, those people bring their own children."

Glaciers and a millennium of wind and water carved Sleeping Bear Dunes National Lakeshore. This 37-mile strip of forests and mammoth sand hills west of Traverse City stretches along Lake Michigan onto the Leelanau Peninsula.

Trails lead to solitary beaches and across the dunes to overlooks. We can see the Manitou Islands offshore, also part of the national preserve, and freighters that resemble toy boats plying Lake Michigan far below.

On the Leelanau Peninsula between Grand Traverse Bay and Lake Michigan, small communities gracefully blend old and new. In Leland, our curiosity takes us to "Fish-town." Restored weathered-gray shanties in this 1880s fishing village house cheese shops and ice cream parlors. Charter fishing captains string up the day's catches on the docks. In Suttons Bay, we stop at Bahle's store, which has been in business since 1876.

Peninsula Drive hugs the shoreline of the Old Mission Peninsula, an 18-mile-long hilly ridge dividing the two arms of Grand Traverse Bay. The road travels past grand houses to Old Mission Point and an 1870s lighthouse. Cherry groves share the fertile ridges with vineyards.

Steamships, then trains carried early vacationers to Charlevoix, Petoskey, Harbor Springs and other towns along Little Traverse Bay. Lined with shops selling artists' works, resort wear and more, US-31 threads through Charlevoix. We make lots of stops along the way. The downtown crowds onto a narrow isthmus between Lake Michigan and Lake Charlevoix, among the largest of the area's peaceful inland lakes.

Stafford's Perry Hotel, an imposing daffodil-yellow landmark surveying the bay and beach, is the only survivor of the grand resorts that greeted those first visitors to Petoskey. The historic depot, now a museum, honors one of the area's notable visitors, Ernest Hemingway.

Summer emporiums along an 1890s midway developed into the Gaslight District, with some 100 specialty stores. J.W. Shorter & Son Mercantile occupies one of the original buildings. We spend an afternoon discovering works of area artists at shops such as Whistling Moose and Gaslight Gallery.

Painted in taffy-candy colors, Victorian cottages perch on lakeside hills in neighboring Bay View. Started as a Methodist retreat, this serene village still hosts a lineup of summer programs, from lectures to Broadway musicals.

Along the Straits of Mackinac, new motels and shopping areas dominate Mackinaw City, where Lake Huron and Lake Michigan meet. But beyond the main streets and the shadow of the impressive five-mile-long bridge that crosses to Michigan's Upper Peninsula, we walk quiet beaches and step into scenes from the past.

"Redcoats" muster at Colonial Michilimackinac, a rebuilt 1700s fort. Nearby, historic Mill Creek re-creates the area's earliest industrial site.

Passenger ferries streak to Mackinac Island, where cars never have been allowed. From a distance, we see the ivory-columned Grand Hotel and 19th-century Fort Mackinac, crowning bluffs above the white village and harbor.

We almost expect to meet ladies in swishing skirts and high-button shoes sipping tea on the wide porch of the Windermere Hotel, one of the Victorian cottages reborn as inns. Downtown, aromas drift from Murdick's and other makers of renowned Mackinac fudge.

A boom splits the air, and a puff of smoke floats over the battlements of Fort Mackinac, as U.S. "troops" in 1880s uniforms fire the cannon. A new display in one of the fort's 14 original buildings recalls Mackinac's history.

Woods cover most of the island. Though you can explore on foot or hail a horse-drawn carriage, we rent bikes at the harbor. Along the eight-mile road circling Mackinac, waves break gently against a deserted beach. We kick off our shoes once more and spread a picnic lunch on the sand.

FOR TRAVEL INFORMATION:

Mackinac Island Chamber of Commerce (800/454-5227) Mackinaw Area Tourist Bureau (800/750-0160) Petoskey/Harbor Springs/Boyne Country Visitors Bureau (800/845-2828) Traverse City Convention & Visitors Bureau (800/872-8377)

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