GULFPORT -- It was a quirky, delightful scene, a head-swirling set of contrasts. Dressed-up seniors were dancing in the leafy park to a band playing Sinatra oldies and lively polkas. Scruffy old-timers bellied-up to beachfront bars, re-telling fish tales and re-ordering shots and beer chasers. Young up-and-comers sipped cold martinis in twinkly-lit courtyard gardens. Couples strolled the city pier and clustered in outside cafes, while local artists gathered in the streets to talk shop and show their wares.

Tucked in between St. Petersburg and St. Pete Beach, this Old Florida-style, small town was once a bit rough-and-tumble, the gritty sister to its upscale neighbors. Not any more.

Families and young couples looking for waterfront value and artists drawn to Gulfport's slightly kooky, no-holds-barred atmosphere began scooping up fixer-uppers. The grunge factor has disappeared; luckily its character has not.

Today, tiny Gulfport, with a population of about 13,000, is a pleasant surprise, boasting a slew of restaurants and cafes, art galleries, and a spruced-up beachfront. It still retains its laid-back, lived-in soul, with crooked brick and cobblestone streets, a mixed bag of architecture, and a diverse set of characters, all adding to its low-key charm.

''I come here at least once a week,'' says June Dukes, who lives in nearby Indian Rocks. ``I love the restaurants and the shops -- and the quaintness of the place.''

Daniell Wachalec, a waitress at rollicking O'Maddy's beachfront bar, lists Gulfport's assets as its dog-friendly and people-friendly character, as well as ''the food, especially breakfast at Pia's!'' We agree, a leisurely breakfast at Pia's (they don't rush here!) is a must, but more on that later.

Visit this colorful beach town, overlooking pretty Boca Ciega Bay, and you'll discover plenty to fill a long weekend. It's also a quiet, more relaxed base for visiting the bustling beaches and boardwalks of neighboring St. Pete Beach and Clearwater.

A GOOD WALK

A free trolley runs on Friday and Saturday evenings, but the historic center of town is compact and easy to walk.

First order of business is a stroll down Beach Boulevard, flanked with artisan shops and studios and dressed-down boutiques. Check out the Hula Hula shop for vintage island décor, like a shower curtain designed with old black and white surfer postcards, flamingo enamelware, and Florida map tablecloths. Shop Lulu's Tropical Beach Store for trendy island clothing and accessories.

Gulfport is home to a number of talented artists, as well as a handful of internationally-known figures, and a community who loves them, so you'll find art everywhere.

We picked up a beautiful hand-blown witches' ball by award-winning glass blower Jackie Ballard for $35, on display at Peg's Mexican restaurant, and a hand-carved Mahoney wood box ($45) from an outdoor vendor in Art Village, a cluster of brightly-painted old cottages and bungalows that now house studios and shops.

Don't miss a stop at Keith Stillwagon Studios for a glimpse of his surreal acrylic paintings. Stillwagon has also painted several colorful murals on Gulfport's restaurants and homes.

The town is especially lively during Art Walk. The downtown celebration, held the first Friday and third Saturday of every month, features outdoor artisan vendors, special studio openings and showings, music, and street performers.

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