Some places were destined for stardom. They were born to be big and brash and constantly in the limelight. Others were fated for only a cameo role; they put in a brief appearance at center stage and then fade into the background.

St. Charles is one of those places. For one brief five-year period, it was the capital of Missouri. At one time, it was more important than St. Louis or Kansas City or almost any other place in the whole area. But it was only temporary glory, and St. Charles eventually faded from prominence, soon overshadowed by big, bustling St. Louis just a few miles down the road.Today St. Charles has carved out its own niche, a quiet little place content to trade on history and charm, a place that appeals to people who want to leave the big city behind. St. Charles has no regrets for what might have been and lots of pride for what was.

The city, the oldest on the Missouri River, was actually founded in 1769 as Les Petite Cotes (The Little Hills) by French Canadian trapper Louis Blanchette. It grew into a thriving riverfront trading center. It was here that Lewis and Clark rendezvoused before setting off on their famous expedition up the Missouri River. "The vilage contains a Chappel, one hundred dwelling houses and about 450 inhabitants," noted Meriwether Lewis on May 20, 1804.

It was here, too, that Zebulon Pike set off on his peak-exploring trek to the West. And St. Charles was the start of the Boonslick Road, a well-known path to mid-Missouri and on as far west as anyone wanted to go. So it was definitely on the map, and its time was coming.

By 1821, only 65,000 people lived in the whole territory, but statehood was looming (Missouri would be the 24th state). And when the territorial legislature met to determine where the state capital should be, the representatives were all told by their constituents, "don't bother coming home if you don't pick our town." The only way out of the dilemma was to chose a central location and build a new capital.

Jefferson City would be situated a hundred miles up the Missouri River, smack dab in the center of the state. But that would take awhile, and in the meantime, a place for government was needed. St. Charles beat out eight other proposed sites by promising free meeting space for the legislators, and so it was decided.

The place provided was on the second floor of a Federal-style brick building down along the riverfront. The building was owned by local merchants Charles and Ruluff Peck and craftsman Chauncey Shepard, who all had residences on the ground floor. The second floor was divided into Senate and House chambers, an office for the governor and a small committee room.

From 1821 to 1826, all affairs of the new state's government were handled here. Then life and politics moved on. But that building, now restored and filled with furnishings from the period, is a state historic site. An interpretive center and an orientation show are free to visitors, and for a nominal fee, you can tour the buildings and grounds. Exhibits tell the story of St. Charles' early days. And it just keeps you mindful, says a ranger at the visitors center, "how simply Missouri came into being."

The original capitol building is not all that St. Charles has to offer. The place may no longer have a starring role, but it is full of character.

Located just 10 miles west of the St. Louis airport, St. Charles makes a nice daytrip for visitors based in that city. Or there is plenty of lodging, from motels to B&Bs, for those who want to stay longer. As to what to do and see, here are just a few suggestions:

Pursue the past. In addition to the First State Capitol, history is served up in a number of other museums, including the Lewis & Clark Center, featuring three-dimensional exhibits depicting the great adventurers and their feats; the Miniature World Museum, with 8,000 square feet of miniature representations covering all aspects of the past but with an emphasis on World War II; Academy of the Sacred Heart, site of the first free school west of the Mississippi and including the 1835 convent that is now a museum; the elegant Courthouse at the top of the hill (many people mistake it for the first capitol); and the Goldenrod Showboat, the "biggest and finest" ever built and the last remaining of its kind, it was the inspiration for the classic musical "Showboat" and is a National Historic Landmark that offers dinner and entertainment nightly.

Take a walk. The South Main Street Walking Tour (guides are available at the visitors center on Main Street) highlights 35 buildings and sites of historic importance all within easy walking distance. Included are the Old Market and Fish House, the Marble Works, the Mother-In-Law House that some claim is haunted, the Wagon and Blacksmith Shop and the Old Mill. The area has been designated a Nationally Registered Historic District, and is full of unusual architectural detail, clever construction and glimpses of the past.

Find the French connection. A second historically registered district is the 26-block Frenchtown that runs from North 2nd Street to North 5th Street and from Howard to Decatur. It is third only to New Orleans and Quebec, they say, in capturing the flavor of the French influence in the New World. And there is also a self-guided walking tour that points out significant homes and businesses: the Du Sable Home site, the Jospeh Tebeau House, the St. Charles Borromeo Church, the Short Boarding House.

Do the Katy trail. Katy Trail State Park is built on the former corridor of the Missouri-Kansas-Texas (MKT) Railroad (better known as the Katy). When the railroad ceased operation on its route from Machens to Sedalia in 1986, it presented the chance to create an unusual recreational opportunity - a 200-mile long hiking and biking trail across the state. In the future the trail will be extended to Machens, northeast of St. Charles, but for now, the trail starts here; you can get on and go as far as you want. Hike, bike, take a short walk along the river. Be energetic or have a peaceful stroll. The Katy offers both.

Take tea (or lemonade) with Miss Aimee B. Aimee Becker was born in St. Charles in 1890. Her grandparents on both sides were among the first to settle in the area, and hers was one of the most prominent families of her day. Aimee was described as a "lady of refinement and a gracious hostess." When she died at age 94 in 1984, she bequeathed her stately family home to the St. Charles County Historical Society. There is now a tea room there, open for breakfast and lunch, that specializes, as the proprietors say, in "divine cuisine, both in presentation and taste. If a recipe is different in some way - we like it! Our unusual lemonade is the best example. Who would like lemons, sugar and milk?"

Park and shop. If all that were not enough to entice you, St. Charles is also a shopper's paradise. All those historic buildings on Main Street and in Frenchtown? Most of them contain quaint, charming, one-of-a-kind shops. From antiques, to quilts, to country crafts to French and Victorian accessories, you can find them all at places like Belle Fleur, Sugar Plum Tree, The Bear Factory, Enchanted Attic, Pop's General Store, Grandma's Cookies, . . . And Everything Nice, Raining Cats and Dogs, Cobblestone Cottage and more.

Be festive. In addition to its everyday appeal, St. Charles has also developed a reputation as a City of Festivals. From Beekeeping days in April to Christmas Traditions in December, the city serves up more than 18 different annual festivals featuring such things as ragtime, bluegrass and German music, Civil War re-enactments, storytelling, a Lewis & Clark rendezvous.

All in all, not bad for a city that was described in 1795 by Zenon Trudeau, governor of Upper Louisiana, as a place with "customs so depraved there due to its being in a most out of the way location and its residences of the savages, mongrels and the worst scoundrels in Illinois."

Time passes; roles change. And nowhere is that more evident than in St. Charles.

For a complete schedule of festival dates, or for information on other attractions, contact the Greater St. Charles Convention and Visitors Bureau, 230 South Main St., St. Charles, MO 63301, 1-800-366-2427.