Walk down Water Street in this seaside village and you just might think of Key West.

Maybe it's the women strolling in their lemon-yellow and turquoise pants. Maybe it's the boutiques filled with swirling cotton skirts and dresses in sherbet colors of watermelon, peach and pistachio. Maybe it's how even some of the staid New England houses are dressed up, with bright paint and bursting windowboxes.

Whatever the reason, Stonington Borough has on its resort colors this time of year, as it draws boaters and other visitors from New York, New Jersey and beyond.

Where to eat: We started our visit on the water at Skipper's Dock, which offers a sprawling deck with front-seat views of Stonington Harbor. The menu is heavy on seafood, but you can find just about anything in the Borough, from quiche or a burger at the popular Noah's (featured in the Meryl Streep film "Hope Springs"), authentic Mexican at Milagro Cafe (recently reviewed in the New York Times), or light fare like salads and sandwiches at The Yellow House Coffee & Tea Room (complete with sidewalk seating).

Where to walk: Water Street is the Borough's main drag, with antiques shops, restaurants, clothing stores and classic Colonial and Federal architecture. Here you can people-watch, window shop or just read the interesting plaques on the buildings - including one for James Merrill, the award-winning poet whose apartment is now home to writers-in-residence. (Follow the "Parking" signs for several large lots off this one-way street.)

Where to shop: Cozy shops line both sides of Water Street, from high fashion outlets like Clad-In Clothing and Clad-In Shoes to the Hungry Palette, with its screened fabrics and colorful clothing designed by owner Sandra Loveland Bragdon. Although some boutiques have New York prices, we found lots of bargains at the Fun Company Sample Outlet, with its racks of white cotton dresses and colorful shirts and scarves, as well as candles, soaps and notions, and Zia's, where we browsed tie-dyed Indian skirts and Eddie Bauer shirts.

What to see: Don't miss the Old Lighthouse Museum at the foot of Water Street, located next to a large parking area overlooking the water. The stone lighthouse, built in 1840, is no longer in use, but you can climb its tower for a spectacular view that sweeps from Watch Hill Point in Rhode Island to Fisher's Island in New York.

The Capt. Nathaniel B. Palmer House, at 40 Palmer St., is also maintained by the Stonington Historical Society, and for one admission ticket you can tour both places. "Captain Nat," who discovered land later named for him in Antarctica, built a house befitting a whale captain, complete with an octagonal cupola to watch for seagoing vessels.

For the kids: Restless youngsters will enjoy Tom's News & General Store at 133 Water St., where they can pick out an inexpensive toy and a candy treat.

On the outskirts: There's so much to see and do in the vicinity of Water Street, but your trip isn't complete without a visit to the Velvet Mill at 22 Bayview Ave. This sprawling former textile mill is home to dozens of artists, from glass-blowers to painters, as well as the Beer'd Brewing Company.