SAUGATUCK, Mich. - The engine of the old pickup truck growled as the vehicle bumped and bounced along a narrow, sandy path that wound through the forest. Our driver, Brian, pointed to a hand-lettered sign ahead of us that announced a nudist colony around the next bend.

"These folks are real neighborly," Brian shouted over his shoulder, "and if we all look real hard through that clearing on our left ..."

As heads turned, Brian suddenly gunned the truck's engine and the vehicle's nose dipped sharply as it plunged down a steep incline, then careened around a sharp turn. Hands clutched madly at safety rails and a dozen voices whooped in excitement, with Brian's being one of the loudest.

We were in the middle of a wild 35-minute, roller-coaster ride on a "dune schooner," a topless pickup with oversized tires that had been modified to haul four rows of passengers up, down, and around one of the last major dune ridges in Michigan.

The dunes, which cover hundreds of acres, are among the many natural and manmade attractions that lure close to half a million visitors to the Saugatuck area each year. A large percentage are from the Chicago area, but a growing number are traveling from Detroit, northern Indiana, and beyond, according to Felicia Fairchild, executive director of the Saugatuck-Douglas Convention and Visitors Bureau.

"This area has been through a number of phases," Ms. Fairchild said. "At one point we were like the Fort Lauderdale of the Midwest - a big spring break town for kids. Now a lot of the spring breakers come back as adults with their families, to enjoy the area. Now I'd say we're more like the Cape Cod of the Midwest, with the feel of a seaport town."

Located near the spot where the Kalamazoo River flows into Lake Michigan, Saugatuck (the name comes from a Potawatomi Indian word meaning "river's mouth") has been around since the mid-1800s. Well-to-do Chicago residents discovered it nearly a century ago as a refreshing summer retreat from the heat of the city. In 1910 a group of artists from Chicago set up the Summer School of Painting on Ox-Bow Lagoon in Saugatuck, and ever since then the area has been attracting artists and art lovers. Ox-Bow remains in operation, affiliated with the Art Institute of Chicago.

Today, Saugatuck and its cross-river neighbor, Douglas, boast one of the heaviest concentrations of art galleries and studios in the country, with dozens in the area. A sign welcoming visitors to Saugatuck includes a colorful artist's palette, and local promoters have taken to referring to the area as "The Art Coast of Michigan."

Among the top spots for art fanciers is the Joyce Petter Gallery in Douglas, a large converted lumberyard where works from more than 50 artists are on display, including paintings, photography, sculptures, ceramics, and blown glass. Prices range from just a few dollars to well into the thousands.

Also worth a visit is the studio/gallery of impressionist painter James Brandess on Butler Street in Saugatuck. The shop is full of his paintings and prints, and visitors can often watch Brandess working in a small studio area at the front of the shop.

"Sometimes he likes people around while he's working, and sometimes he doesn't," said an assistant.

Beyond its art galleries, Saugatuck remains very much the resort town; there are dozens of shops selling T-shirts, antiques, fudge - this is Michigan, after all - cheap souvenirs, and ice cream.

A fun place to drop in is the American Spoon Foods store, which displays an impressive assortment of preserves and gourmet food products. Baskets of tiny plastic spoons are on the counters so visitors can sample such exotic concoctions as kumquat-orange butter, roast apple and onion relish, and Thai-barbecue sauce.

A primary ingredient in making the area a premier resort destination is the proximity of the river and lake, and most visitors spend a good part of their stay in, on, or near the water. Marinas in Kalamazoo Harbor service hundreds of watercraft - everything from sailboats to fishing boats to large custom yachts, some of which are built at Saugatuck's own Broward Marine facility.

The best - or at least the most famous - of several beaches in the area is Saugatuck's Oval Beach, one of the top stretches of sandy lakeshore you'll find anywhere. It's been rated as one of the top five beaches in the nation by MTV, and the prestigious Conde Nast Traveler magazine lists it as one of the 25 best shorelines in the entire world. It's long, wide, and covered with sugary white sand, with grassy dune bluffs embracing it on three sides.

It can get pretty crowded there during the summer, though, and some of the locals recommend the beach at nearby Saugatuck Dunes State Park instead. That one is more secluded, and to get from the parking lot to the broad, sandy shore requires a mile-long walk through the dunes.

Just south of the Saugatuck-Douglas bridge is anchored the area's version of the Titanic. The S.S. Keewatin, one of the last of the Great Lakes passenger steamships, is now a floating maritime museum. Built in 1907 - four years before the Titanic - the Keewatin has the same interior furnishings and machinery used on the Titanic. Much of the old ship has been restored, and guided tours are offered daily.

An even more venerable nautical relic is still being used to haul passengers and their bicycles back and forth across the Kalamazoo River in Saugatuck. The hand-cranked chain ferry began operation in the late 1830s, making it the oldest continually operating chain ferry in the world.

One afternoon we took a sightseeing cruise down the river and into Lake Michigan aboard the Star of Saugatuck II, a stern-wheeler paddleboat. During the 11/2 -hour trip, Captain Bob chattered on about the beautiful scenery along the river and the area's lore - such as the Lost City of Singapore, a port town founded about the same time as Saugatuck but later buried by the swirling sands of Lake Michigan. We were more interested, though, in checking out the massive homes built on the river's edge - many of them summer retreats owned by the moneyed gentry of Chicago.

"Guess that's how the other half lives," remarked Jack, a middle-aged passenger from Grand Rapids, Mich.

When it comes to food, there are dozens of choices in the area, from pizza joints to casual waterfront eateries to upscale restaurants. Fast-food chains are not among the options, however, since local officials have so far succeeded in barring them from town.

Overlooking the harbor are a pair of informal places, Coral Gables restaurant and the Mermaid Bar & Grill. A block away is the French country cuisine of Restaurant Toulouse, and tucked behind a nearby T-shirt shop is an English-style pub and restaurant called Chequers. At Monroe's Caf , patrons can gnaw on ribs while surrounded by Marilyn Monroe memorabilia.

One night we were lucky enough to discover a gem of a place in Douglas called Chaps. A clubby, British-flavored restaurant, its service and cuisine rival that of any upscale restaurant we've been to anywhere.

A half-dozen golf courses are within a few minutes' drive. Among the best are Clearbrook, a wooded, 75-year-old beauty that also has one of the area's better restaurants, and The Ravines, a championship course carved out of 400 acres of hilly forest. The Ravines, which was designed by Arnold Palmer, opened two years ago.

For those who need to work on their game before taking on a championship course, there's HillTop Golf Center, a new year-round practice and teaching facility north of Saugatuck. An all-weather practice range includes two levels of sheltered tee boxes, and there are putting greens and practice areas for chipping, putting, and bunker play.

Inside a big dome is the country's largest indoor short-game practice area: 6,000 square feet of artificial turf and 1,000 square feet of bent grass for putting and chipping. HillTop also is the home of the Innerform golf academy, which offers individual training for beginning to advanced players.

A steady stream of cultural activities is offered in Saugatuck and Douglas during the summer, including a chamber music festival, summer stock theater, and, in recent years, an ambitious film festival that brings in independent filmmakers from all over the county and beyond.

The peak tourism season here is from May to October, but locals are trying to extend that season by sponsoring various events in the fall and even winter, when lodging rates drop and there are plenty of options for cross-country skiing.

First Published August 5, 2001, 11:16 a.m.