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If Freeport were a mall (which is not all that far-fetched an analogy), L.L.Bean would be the anchor store. It's the business that launched this town to prominence, elevating its status from just another Maine fishing village near the interstate to one of the state's major tourist draws for the outlet centers that sprang up here in Bean's wake. Freeport still has the look of a classic Maine village, but it's a village that's been largely taken over by the national fashion industry; most of the old historic homes and stores have been converted into upscale factory shops purveying name-brand clothing and housewares at cut-rate prices. Banana Republic occupies an exceedingly handsome brick Federal-style home; a Carnegie library became an Abercrombie & Fitch pumping club music (oh, the inhumanity); and even the McDonald's is inside a tasteful, understated Victorian farmhouse -- you really have to look for the golden arches.

While some modern structures have also been built to accommodate the outlet boom, strict planning guidelines have managed to preserve most of the town's local charm, at least downtown. Huge parking lots are hidden from view off the main drag, and as a result Freeport is one of the more aesthetically pleasing places to shop in New England -- though even with these large lots, parking can be scarce during the peak season. Expect crowds. Seeking the real Maine? Head at some point for South Freeport, which consists of a boat dock, general store, and lobster shack at the end of a finger of land reached via a numberless side road off U.S. Route 1.