Magical mystic: enjoying a salty slice of old New England.

New England's coastal towns are some of America's oldest, and few have a more storied or colorful past than Mystic, Connecticut in the southeastern part of the state. Wedged roughly halfway between Boston and New York City, Mystic Harbor is filled with sailboats and surrounded by gently rolling hills and quaint, historic buildings.

It was here, in 1637, that one of the most brutal slaughters of Native Americans by European settlers occurred--the Pequot Massacre. (They were finished off in a swamp in Fairfield.) Later, the region served as a prosperous center of shipbuilding and as a hub for whaling expeditions. It was also here that, in 1988, Julia Roberts wrestled with her Generation X dreams in the film Mystic Pizza.

In the stillness of an early fall morning, the brilliant colors of the leaves reflect like a kaleidoscope in the smooth surface of the Pequotsepos Brook ("little river of the Pequots"). Jody Dyer, the owner of The Inn at Mystic, leads a group of guests on a kayak tour. "This salty estuary is home to mussels, oysters, amphibians, turtles, striped bass and brook trout," Dyer explains in a hushed tone.

"You'll see lots of birds here, from great blue herons to many different kinds of ducks. We've also had the endangered yellow-crowned night heron nesting in the area," says Dyer, an avid bird watcher.

The House on the Hill

Above the brook, on one of the highest points in the area, can be seen the impressive white columns of The Inn at Mystic's Haley Mansion. The views of Long Island Sound from the 1904 Colonial Revival structure are spectacular. On the spacious grounds are bird-watching trails, a lovely pond and English gardens. "We don't use any herbicides or pesticides," says Dyer. "Our land drains right into the brook, so I'm adamant about that. We compost and use only organic fertilizer."

Guests who stay in the mansion can enjoy the elegant high ceilings, grand fireplaces and deep Japanese soaking tub, while those who stay in the gatehouse can experience the same cozy intimacy that Humphrey Bogart and Lauren Bacall chose for their honeymoon. Cheaper, though comfortable, rooms are available in the adjacent motor inn.

In the property's Flood Tide Restaurant, diners savor wild Alaskan salmon and Fair Trade coffee as the sunset illuminates the harbor. "We carry as much organic and flee-range foods as we can," explains Dyer.

From Whaling to Whales

A highlight of the region is the museum at Mystic Seaport, which houses the world's largest collection of historic boats. Several vessels are fully rigged and available for exploration, including the Charles W. Morgan, America's sole surviving wooden whaling ship (a must-see for any environmentalist wishing to better understand whaling's bloody history). The port's re-created coastal village is complete with costumed "living history" actors playing shopkeepers, temperance activists, a preacher and the like. Guided lantern tours treat visitors to period ghost stories among haunting shadows.

Nearby, get a fish-eye view of life beneath the waves at the Mystic Aquarium, home to African penguins, sea lions, beluga whales, sting rays, sea horses and many other species. The aquarium is also the home base of the world-famous oceanic explorer Robert Ballard, who found the wreck of the Titanic.

At the Denison Pequotsepos Nature Center, look for American bitterns, green-winged teal or river otters on a wetland interpretive walk or listen for owls on a moonlit night hike. "This is one of the oldest nature centers in New England," says Executive Director Maggie Jones. The center manages eight miles of trails on 300 acres, and is home to rescued birds of prey, from a blind screech owl to a peregrine falcon that had its wing sheared offby a power line.

One of the region's most fascinating attractions is the tribe-owned Mashantucket Pequot Museum and Research Center in Mashantucket. The museum covers the story of the Pequot people from prehistory to the present. The quality of the displays rivals the Smithsonian, and the centerpiece is a life-size recreation of a Pequot village.

"The materials and design of the museum reflect the Pequot's heritage" explains public relations specialist Aaron Gooday-Ervin. "There are seashells in the floor and part of the roof is planted with grass. The concentric circle design represents Pequot forts."

An Apple a Day

Wet your whistle at Clyde's Cider Mill in Old Mystic. "It's the last original steam-powered cider mill in the U.S.," points out Amy Monk, a fifth-generation cider maker, who readily explains how sweet cider, hard cider and vinegar are made. "We used to get our apples from local growers, but because real estate is so expensive here, everyone sold their orchards to development," says Monk.

In fact, according to Dyer, "A lot of people here are very concerned about limiting development." Connecticut is the country's wealthiest state per capita, and is the fourth most densely populated, so it's not surprising that development pressure is intense, threatening coastal wetlands in homeowners' quests for valuable water views. However, the state also has the country's highest concentration of nonprofit land trusts working to preserve open space. CONTACT: The Inn at Mystic, [phone], www. innatmystic.com; Mashantucket Pequot Museum and Research Center, (800)4119671, www.pequotmuseum.org; Mystic Seaport, [phone], www.mysticsea port.org.

STARRE VARTAN and BRIAN C. HOWARD enjoyed touring southeastern Connecticut.