13. Check out the Beaufort Grocery Company's wall art: whimsical fish and lobsters made from retired surfboards. By day this bistro in Beaufort's historic district serves homemade deli sandwiches. At night the restaurant turns slightly upscale with excellent carpaccio and crab cakes and an extensive wine list.

14. Walk the warped floorboards at The Cotton Exchange, Wilmington's most unusual shopping area. Thirty specialty shops and restaurants now occupy what used to be one of the world's largest and busiest cotton export companies in the 1920s. Take a break in the green courtyards and brick walkways that connect the eight restored buildings.

15. Tour famous television and movie sets at Screen Gems Studios. This Wilmington studio is the largest television and movie production studio east of Hollywood. Don't be surprised to see "One Tree Hill" sets, "honey wagons," "trailer land," and maybe even a celebrity on your tour.

16. Get spooked on a Ghost Walk tour of Old Wilmington. You'll hear shivering accounts of murder and betrayal on this 1.5-hour guided tour of haunted back alleys, cemeteries and historic landmarks. Guides say people experience ghosts about 35 times each year on these walks.

17. See fly-munching plants on the Venus Flytrap Trail at Carolina Beach State Park. If you're lucky, you'll hit lunchtime in this mostly pine forest and see a fly gobbled by one of these insectivores, which are native within only a 75-mile radius of Wilmington.

18. Watch locals kite surf at the tip of the Fort Fisher peninsula. Here the Cape Fear River's fresh water mixes with the salty ocean to make brown, brackish water. Locals say the wind whips 10 miles per hour faster here than at Wrightsville Beach, making it easier to jump as high as 30 feet.