DOVER, N.H. -- The canvas reflected the mill and flowing Cocheco River in front of him. Not far from the Henry Law Park along the river, the covered bridge, and the skate park, Charlie Bryon painted the landscape of the city he calls home.
''The mill buildings are great places for artists," he said. ''There is a lot of red brick. It is quintessential New England."
The red brick of Dover's buildings and sidewalks adds to the character of this small seacoast city. On Central Avenue, the main artery, shops and mills now occupied with offices, restaurants, martini bars, and coffee spots add to the area's flavor. Residents here include a mix of University of New Hampshire staff and medical workers from Wentworth-Douglass Hospital. Students come here for a night out, and the Amtrak Downeaster stops on its way from Boston to Portland, Maine. And history abounds, thanks to downtown's interpretive signs.
The setting also caters to outdoors lovers, with a riverside skate park, waterfalls, boat tours, and walking trails. A seeming cousin to bustling Portsmouth, Dover has found its own voice. Pop into the Chamber of Commerce and see plans for an extensive waterfront development of shops, restaurants, offices, and housing in the heart of the city.
The word is out. Dover's up and coming.
''Dover is an incredible place," Ann Sousa of Lowell, who is planning a move here this fall, wrote in an e-mail after paddling her kayak on the Cocheco. ''I love the energy."
Settled in 1623, Dover was New Hampshire's first permanent settlement and is the seventh-oldest in the country. The Cocheco and Bellamy rivers were waterways for industry, used as shipping lanes and to power sawmills. In the early 1800s, local farmlands made it a prime manufacturing base for cotton goods, and later the brick industry and shoe manufacturing did well.
Visitors can take self-guided walking tours from the gold-domed City Hall, past the Cocheco Mills and the river, Central Square with its informative signs of upcoming events, churches, homes, and the 100-year-old Dover Library.
On Central Avenue, motorists actually stop for pedestrians in the crosswalks. Here, the Woodman Institute contains much about the area's history. Its Damm Garrison House, the oldest house in the city, built in 1675, displays antique clothing, furniture, and tools. The Woodman House features exhibits on natural science, the military, and maps, while the 1813 Hale House displays family items, textile samples, and maritime exhibits.
Stroll downtown, stopping to peruse the offerings at Baldface Books and Deja Vu Consignment Shop. Two music stores are within blocks of each other. The compact Ralph's House of Tone opened in 1995 and carries everything from tin whistles to amps, while down the street is Ear Craft Music, with its wall of Strats and an acoustic room featuring instruments from cellos to guitars. A barber shop shares the same building as Cocheco Falls Gallery, a neat collection of furnishings and antiques. Just the Right Thing has many offerings, including lots of clocks.
Sit a spell at Cafe on the Corner, with its outdoor tables, or at the longstanding Harvey's Bakeries, with its tasty pastries. Check out First Street, with its music-based mural, and Third Street, home to the Strand movie house and Jake's City Kitchen, a postage-stamp-size breakfast and lunch nook decked out in sports memorabilia.
Dover's dining scene has expanded beyond the familiar seafood staples at Newick's and the Weathervane. Several downtown restaurants are relative newcomers. The open windows and wafting jazz of the Crescent City Bistro & Rum Bar on Washington Street give it a pre-Katrina Bourbon Street feel. Open since 2001, the place is owned by Chris Kozlowski. The ponytailed ''Koz" also owns the two-story red brick Orchard Street Chop Shop, known for its steaks and upstairs martini bar, Top of the Chop, which opened in the original Dover firehouse last year. The secluded Havana Room is for cigar smoking and billiards.
Across from the Chop Shop is the Dover Brick House, with contemporary food and late-night music. Around the corner on Central is the Dover Soul coffeehouse and Little Louie's Fish House, three stops in one. The lime-trimmed fish house is a Pacific Rim spot, owned by Portsmouth restaurateurs Jay McSharry and Louis Hamel. Enter through Dover Soul and head to Louie's or the martini bar on the other side. La Festa Brick and Brew Pizzeria is next to City Hall, while Cartelli's Bar and Grill, with Italian-American and seafood dishes, is on Central.
In the Cocheco Mills building is the upscale Blue Latitudes Bar and Grill, an American bistro with maple floors, exposed beams, and outdoor dining in season.
For another outside view, this one bird's-eye, head to the Garrison Hill Tower and its 360-degree panorama -- marred only by graffiti on the platform -- of the White Mountains and the Isles of Shoals. Close by, see racks of goods waiting for firing, glazing, and selling at Salmon Falls Stoneware.
Dover's lodging options are limited, but there is the downtown Days Inn and the reopened Silver Fountain Inn, a gloriously elegant and comfortable B&B owned by Susan Chang. Expect an Asian flair at breakfast, in dishes like stir-fried Oriental vegetable scrambled eggs, another example of Dover's changing face.
Contact Marty Basch,a New Hampshire-based writer,at www.martybasch.com. 
