ELAINE MARSHALL was in the L. L. Bean store in Freeport, Me., recently, strolling around the luggage department, checking out the camping gear and surveying the women's wear. She paused to be photographed next to an enormous stuffed bear and poured herself a free cup of coffee. Nothing out of the ordinary, except for one thing: It was 12:15 a.m.
Ms. Marshall, the secretary of state of North Carolina, had arrived on a large tour bus that hit the store at midnight, disgorging dozens of conventioneers in business suits and with name tags around their necks. The group, in town for the National Association of Secretaries of State annual convention, had been to dinner at Bowdoin College, nearby in Brunswick, and to a performance of "Jekyll and Hyde" before reaching the store.
"It's been a long night," Ms. Marshall said with a laugh.
For 20 minutes, Ms. Marshall and her colleagues fanned out around the store. The registers rang up brisk sales, especially of canvas tote bags that can be monogrammed on the spot. Then the public-address system buzzed to announce the departure of the bus, the crowd filed out, and the store was quiet.
So goes a typical Saturday night at L. L. Bean the largest tourist attraction in Maine, hauling in three and a half million customers annually, nearly three times the state's population. The store is devoted to the great outdoors, even if many customers rarely heed the call of the wild, instead using their Magalloway Bay fishing vests to attend soccer games, their Appalachian expedition packs to lug books, and their Maine hunting shoes to shovel snow.
It is also a paradise for traveling insomniacs. Since 1951, when Leon Leonwood Bean, the founder himself, removed the locks from the front doors and threw away the keys, the store has been open 365 days a year, 24 hours a day.
"It's pretty much self-service after midnight," said a tent salesman identified by his name tag as Michael. "We get the camp counselors, after the kids go to sleep. We get some locals who don't like the lines during the day. And we get celebrities, people who don't want to attract attention."
A recent overnight visit revealed that there is apparently no shortage of people who prefer nothing more than to while away the wee hours testing hiking boots on artificial rocks or fishing for trout in an indoor pond.
10 p.m. Renovated last year, the Hunting and Fishing Store, directly opposite the Flagship Store, resembles a taxidermy museum, with trophy heads dotting the walls. On the first floor, a group of bikers in black leather jackets huddled at the gun counter, gazing at the shiny New Englander rifles ($1,995).
Upstairs, an elderly couple from New Jersey shopped for fishing rods, pausing to peer at the fishing videos running continuously on monitors.
The Hunting and Fishing Store's newest attraction, open since July, is the interactive archery studio. A rugged guide named Butch demonstrated how to use a bow and arrow, then dimmed the lights. A pair of enormous elk ambled slowly by on a movie screen.
"Get your aim," Butch instructed his customer, a Manhattan doctor. "Now release."
Pow! An arrow nailed the smaller elk in the leg. Butch punched his computer keyboard. This time, the elk were camouflaged by dense trees. Zing! An arrow pierced the larger elk's shoulder, scoring a virtual bull's-eye.
Midnight. In front of the Flagship Store, a group of Japanese tourists took digital photos of each other with the huge Maine hunting shoe that was erected in celebration of the company's 90th anniversary, in 2002. Illuminated at night, the two-story boot is a Maine icon, as much a symbol of the state as lobsters and lighthouses.
The boot's origins date to 1912, when the store's founder returned from a hunting trip with cold, wet feet and an idea: he would hire a local cobbler to stitch leather uppers to a pair of simple workman's rubber boots. Although 90 of the first 100 pairs were defective, that didn't faze Bean. He borrowed money, improved his manufacturing techniques and mailed brochures to holders of Maine hunting licenses.
Business flourished, and by 1921 he opened his first store. According to company lore, customers frequently dropped by after hours; a night bell allowed them to summon a watchman for assistance. Since 1951, when the founder instituted his round-the-clock open-door policy, the store has closed only twice: when John F. Kennedy was assassinated in 1963 and when L. L. Bean himself died at age 94 in 1967.
Post-midnight shopping sprees have become something of a summer tradition for Dr. Chris Guion and his family of Birmingham, Ala. Each year, the Guions, who spend a few weeks each August on Wilson Pond in Wayne, Me., take a late-night drive over to L. L. Bean, about an hour away. This year's group included Dr. Guion's son Ben, 14, and his daughter, Kim, 23, along with her boyfriend, a cousin and two family friends.
"Everyone looks forward to going," Ben said. "It's easy to find parking, and there are no long lines."
The Guion clan roamed through the store for more than three hours, accumulating three large shopping bags. Ben bought a backpack, a pocketknife and a zippered fleece jacket. By 2 a.m. they were heading back to the lake.
Another regular visitor is Jim Lebson of Portland, Ore., who stops in at L. L. Bean en route to his family's cabin on a lake near Freeport. On this year's trip, Mr. Lebson arrived at the store at around 1:15 a.m. and promptly bought a Maine fishing license from a cashier in the Hunting and Fishing Store.
"It's always an adventure," Mr. Lebson said of his annual visit. "I've even run into friends at 3 in the morning, buying flies on their way to go fishing."
2 a.m. The second-floor book department in the Flagship Store, with its deep leather armchairs and cozy rag rugs, is an inviting spot. There are sections on everything from hunting and fishing to gardening and cooking, as well as a shelf labeled Maine Authors, which is heavy on children's books by Robert ("Make Way for Ducklings") McCloskey. Unfortunately, the adjacent Dew Drop Inn cafe is never open later than 10 p.m.
Over in the footwear department, three college students tried on felt clogs. A bearded man from Chicago studied the wall of boots, which includes 32 variations on the original Maine hunting shoe. He also examined the irregularly shaped gray bridge in the middle of the department, which on closer inspection turned out to be an agglomeration of artificial rock surfaces intended for testing boots.
5 a.m. By this hour, the extra-large bolstered dog bed more than five feet wide and covered in soft fleece certainly looked appealing. In the home department there were wrought-iron beds sumptuously dressed with thick down comforters and smooth chamois sheets. The smell of balsam sachets filled the air.
During the third shift, as the midnight-to-8-a.m. period is called, workers were busy restocking shelves, vacuuming carpets and rearranging furniture. They scarcely noticed a lone customer, and when they did, they smiled sympathetically. A saleswoman named Valerie roved the second floor, offering assistance.
"I meet a lot of people this time of night who are just passing through and need to stretch their legs," she said.
7 a.m. Dawn was breaking, and in a corner of the second floor, a couple of kayakers from Boston were getting an early start. En route to their destination on the Allagash River, they had stopped to pick up a compass and to make a map at the National Geographic computer kiosk. For $7.95, customers can produce a detailed topographic map in pastel colors of any area in the United States.
Green plastic shopping bags in hand, the Boston kayakers headed outside. They gazed at the L. L. Bean Subaru Outback station wagon and the L. L. Bean Old Town canoes displayed near the store's entrance. Then they passed by the huge Maine hunting shoe and disappeared into their kayak-topped S.U.V.
If You Go
FOUNDED as a logging town more than 200 years ago, Freeport, Me., thrived on shipbuilding and manufacturing before the local economy hit the skids in the 1970's. Then the outlets stores came, and Freeport became known as a shopping haven.
Today Freeport is essentially a giant retail mall disguised as a quaint New England village. More than 120 outlets occupy the strip along Route 1 between Exits 17 and 20 of Interstate 95.
Thanks to strict planning guidelines, including hidden parking lots, much of the local charm has been preserved. Starbucks occupies a mustard-yellow saltbox house, Banana Republic is in a brick Federal-style row house and McDonald's in a white clapboard farmhouse with green shutters.
Freeport's focus is on preppy, all-American fare. Among the national chains with stores here are the Gap, J. Crew, Polo/Ralph Lauren, Brooks Brothers, Maidenform, Oshkosh, Cole-Haan and Timberland. Surprisingly, at the L. L. Bean Outlet Store the best deals recently were custom items with botched monograms. (Anyone for a red fleece jacket bearing the logo "GTG Capital" or a roll-aboard suitcase inscribed "Joyce"?) Outdoor enthusiasts should also visit Patagonia and the North Face.
The Freeport Merchants Association, P.O. Box 452, Freeport, Me. 04032 (www.freeportusa.com; 800-865-1994) can provide a map and a directory of businesses, restaurants and accommodations. On Labor Day weekend, the shopping district holds a sidewalk sale, with bargains galore.
Beyond the Stores
A mile east of downtown you will find Mast Landing Sanctuary (65 Upper Mast Landing Road), a 140-acre preserve owned by the Maine Audubon Society (207-781-2330). It offers miles of self-guided trails through apple orchards, woods and meadows and along a millstream. Open from dawn to dusk.
From Memorial Day through mid-October, Atlantic Seal Cruises (Freeport Town Wharf, 207-865-6112) offers daily narrated sightseeing trips into Casco Bay on a 40-foot boat. It also offers fall foliage trips by boat.
Where to Stay
Just two blocks north of L. L. Bean, the Harraseeket Inn (162 Main Street, 800-342-6423) is the grande dame of Freeport lodging, a 19th-century house that has been renovated and expanded to include 84 rooms, many with fireplaces, canopy beds and antique desks. Amenities include full breakfast, room service, indoor heated pool, exercise equipment and conference rooms. Standard double rooms are $195 to $205.
The Hampton Inn and Gatehouse Conference Center (194 Lower Main Street, 207-865-1400) offers comfortable accommodations at the edge of town, with 77 rooms on two levels. Amenities include continental breakfast, heated indoor pool and gym. Standard double rooms are $89 to $179.
Where to Eat
Arrive early, carry cash, and bring a big appetite to the Harraseeket Lunch and Lobster Company (207-865-4888), a bare-bones restaurant on the Harraseeket River, about 10 minutes from downtown Freeport. Order lobster and clams at one window, fried foods at the other, and wait until your name is shouted over a loudspeaker. You eat at picnic tables overlooking the water. Favorites include the lobster roll with French fries ($14.50) and the lobster delight ($16.50), a one-pound lobster with a dozen steamers and an ear of corn. No alcohol is served, but you may bring your own. Open daily 11 a.m. to 8:30 p.m. from May 1 through Labor Day, open until 7:30 p.m. through Oct. 15.