Things have changed since I was last at the Queenstown Inn.

The charming home along one of the town's main streets was enticing enough when it was just a Bed and Breakfast, with a fine collection of Chesapeake Bay memorabilia and great breakfasts.

But now, owners Mike Lydon and Josh Barnes are adding a spa and a kayaking/adventure company to their offerings. So, within an hour of Baltimore or Washington, you can enjoy a massage, paddle through Queenstown harbor and check out the herons, and tool around one of the bay's most charming small towns.

Queenstown will surprise you. It did me on my first visit. Who knew that, tucked beyond Routes 50 and 301, just beyond the outlet malls and that huge golf course, there would be such a pretty little town? It has some unknown bonuses, too; thanks to impact fees from the outlet malls, the town usually has enough cash for things like maintenance, and its active citizenry has successfully fought off efforts to grow it into something akin to another suburb.

Talk to people here, and you'll find a lot of them, like Lydon (a State Department employee) commute to Baltimore or Washington. They must like the dichotomy of being in a big city one day, then catching up on all the small-town intrigue at the town's lone deli, the Potter's Pantry, on the next. Last time I was there, a darling little boy was being pulled by his sister in a little red wagon. How Norman Rockwell can you get?

Town Hall is the pretty blue house in the square. Stop in if you have questions; they're very friendly.

Lydon said dining options in town are slim, but Kent Narrows is just down the road.

Asked to descrive his adopted hometown, Lydon said: "It's the quiet, charming hub for everything that's on the Eastern Shore."

And because the town isn't likely to grow much, Lydon said, "Queenstown will hold its charm for a very, very long time."