Almost 400 years ago, three British ships, led by Captain John Smith, landed near the entrance to Chesapeake Bay before continuing north to settle Jamestown. Before leaving, the crew planted a cross, claiming the land for England and naming it Cape Henry in honor of the Prince of Wales. Today, a similar cross stands where they landed. It's probably the only landmark Smith and his men would recognize.

That land, so strange and uninhabited then, is now called Virginia Beach. And with nearly 500,000 residents, it's the most populous city in Virginia. Its mild climate, 35 miles of beaches and seven championship golf courses lure almost three million vacationers to Virginia Beach each year.

Bay Creek's 394-yard, par-4 second hole.

One of the newest golf courses to open (2001) and attract tourists is Bay Creek. The Arnold-Palmer-designed course is receiving all kinds of accolades, including being ranked as one of "America's 100 Greatest Courses" by Golf Digest this year and "Top 10 Courses You Can Play in the U.S." by Golf Magazine last year. Built on the shores of the Chesapeake Bay, the 7,204-yard Bay Creek blends harmoniously with nature as it winds its way around dense woods and along vast stretches of water. Its signature hole is the 439-yard, par-4 3rd with three fairway bunkers, a 100-yard water carry to a rock-walled green and a spectacular view of the bay. Daily fees from $62 - $77, including cart, at www.baycreekgolfclub.com.

Even though it's not on the bay, the Founders Inn is an ideal place to stay in Virginia Beach. Nestled on 26 beautifully landscaped acres, this charming hotel, with its Georgian architecture and elegant period furnishings, combines the warmth and hospitality of a country inn with the amenities of a big resort. Such as outdoor and indoor swimming pools. Tennis and racquetball courts. And a two-story fitness center. Rates from $119 at www.foundersinn.com.

In addition to golfing and spending time on the beach (after all it is called Virginia Beach), there's lots to do in the area. Ecotourism activities include hiking, biking, canoeing, kayaking and bird-watching. It's also a great area for sport fishing, especially for bass in the Chesapeake Bay.

And this summer, tourists can hop to the Virginia Marine Science Museum and see their traveling exhibit on frogs. Called Frogs - A Chorus of Color, it features more than 15 different species of live frogs from around the world, plus interactive stations and amazing frog soundtracks. $10.95 adults; $6.95 children. www.vmsm.com.

Details: Virginia Beach is accessible from Norfolk International Airport (20 minutes). For more information on Virginia Beach, visit the Visitors Bureau website at www.vbfun.com.

- Judi Janofsky and Rich Steck