AS VACATION DESTINATIONS GO, the rap on Corpus Christi is that it’s the Oakland of Texas: There’s no there there. The heart of the city doesn’t have the rich history or the distinct architecture of Galveston. Downtown is practically a vacant shell since all the best stores packed up and moved south to the malls and shopping centers along South Padre Island Drive. And with the weather so agreeably warm most of the year, you’d have to be crazy to linger in boring old Corpus when the beaches of Port Aransas and Padre Island National Seashore are less than an hour away.

That’s what I used to think, anyway. But while I wasn’t looking, the Sparkling City by the Sea (as Corpus used to be called) reinvented itself into a worthy tourist draw. The bay front overlooking Corpus Christi Bay has been gussied up to showcase one of the state’s grandest promenades. On the southern end of the seawall, the T-head and L-head piers offer a link to the water; on the northern end, a concentration of museums and other attractions has become the Coastal Bend’s cultural hub. The downtown blocks near the waterfront are showing signs of evolving into an entertainment district, with a mix of restaurants, bars, and other diversions reminiscent of Sixth Street in Austin fifteen years ago. And over at Corpus Christi Beach, the spit of land directly opposite the bay front that is connected to downtown by the 235-foot-tall Harbor Bridge, a quasi aqua-amusement area has sprung up, anchored by the Texas State Aquarium and the U.S.S. Lexington, a World War II aircraft carrier. Between the bay front and the beach, you can now have an enjoyable getaway without getting wet or sunburned.

Or at least we did. It was a gloomy midwinter day that I gathered my kids, five-year-old Andy and ten-year-old Jake, plus Jake’s ten-year-old friend Matthew, and made the drive down Interstate 37. We pulled up to the Texas State Aquarium (2710 N. Shoreline, 800-477-4853) just in time for lunch. But rather than dine at the Subway sandwich shop on the ground floor, we opted for Blackbeard’s on the Beach (3117 N. Surfside, 512-884-1030), a comfortable restaurant that is one of the few remnants of North Beach, formerly an enclave of vaguely bohemian seediness. These days, Blackbeard’s turns out fresh seafood and fixings in an unpretentious atmosphere. We dined on grilled drum, fried shrimp, chicken-fried steak, and hamburgers and headed back out stuffed.

Admittedly, my expectations for the aquarium were low. This was the third time the kids had been there since it opened almost six years ago (see “Go Fish,” TM, October 1990); given their attention spans and the small size of the building, I figured we’d make a quick run-through. And, as if it had been scripted, once I’d bought our tickets ($8 for adults, $5.75 for seniors, military personnel, and kids ages 12—16, $4.50 for ages 4—11), the three boys zoomed far ahead of me. But this wasn’t a case of been there, done that. It was past one-thirty—the afternoon session at the Touch of Adventure tank was already in progress. Jake insisted that Matthew and Andy hurry downstairs to the giant glass enclosure where visitors are allowed to stick their hands into the water. By the time I caught up with the boys, they were contentedly scratching rays and good-naturedly arguing over how best to describe a shark’s hide (the consensus: It’s like sandpaper). As the boys kept explor-ing, I wandered back upstairs to see snapper, sharks, and other inhabitants of the massive Islands of Steel oil-rig “reef” tank and to observe the shorebirds and redfish in the artificial estuary near the aquarium’s entrance. There was plenty more I wanted to do, but after an hour or so, Jake and Andy declared their desire to move on by hanging out in the gift shop and pestering me to see what I might buy them.

Two hundred yards away, at rest in the shallows of Corpus Christi Bay, the U.S.S. Lexington (2914 N. Shoreline, 800-523-9539) beckoned. In 1992 the 910-foot aircraft carrier was converted into a museum of naval history, with exhibits that draw on the rich histories of the five naval vessels that have been named Lexington, but the kids preferred to think of it as some kind of carnival ride. While I checked out a mockup of an F-4 U Corsair like the one my father flew off a carrier during World War II, toured the mess hall, and read an intriguing display about Japanese kamikaze pilots, my energetic young companions climbed the tight stairwells (not recommended for the physically impaired), sniped over whose turn it was to sit in the cockpit of an A-4 Blue Angel jet trainer, and—inevitably—played around with the gear in the gift shop. They may have ditched me in the aquarium, but this time I took advantage of the situation and sneaked below deck to take a well-marked self-guided tour of the ship’s innards. I peered into the engine room, which was still redolent of diesel and grease, and the sick bay, which still smelled like a medicine chest. Near a set of models of vintage war planes, I stumbled upon a guide and a visitor—both of whom had actually served on the carrier—sharing vivid memories of the Lex at sea. That part was better than a museum.

I thought about taking the boys on a five-minute helicopter ride off the flight deck (at an additional cost of $25 per person), but the copters were grounded because of high winds, so I bought four $3.50 tickets for the flight simulator on the main deck. It essentially entailed watching a film in a small, darkened theater jacked around by hydraulic lifts. The effect was as close to Top Gun as I care to get, a four-minute thrill so real that it made the boys squeal with delight and brought me to the brink of nausea. Once we got our sea legs back, we hobbled toward dry land.

No sooner had we stepped off the ramp than the boys made a beeline for some rock pilings by the water and commenced to do what boys do best. Putting some of what they had seen at the aquarium to good use, they scrounged around the tidal pools in the rocks while I waited on the patio of the Pier 99 Restaurant (2822 N. Shoreline, 512-887-0764), listening to tourists speak Swedish and British-English at adjoining tables. (Corpus really has changed.) Looking left and right, I realized that the area around the aquarium and the Lex had turned into a clean and well-lit though ever-so-slightly tawdry tourist mecca with shell shops, condos, budget motels, a go-cart track, a miniature golf course, outdoor palapas where you can imbibe brightly colored alcoholic drinks served in oversized glasses, and even a sandy beach. The boys emerged from the rock pilings half an hour later. They needed a cup. Jake had found a sea anemone and wanted to keep it.

After weakly voicing parental objections (hey, it was a vacation, and I’m a pushover), we drove back across the Harbor Bridge to the bay front and checked into a hotel. I chose the Marriott (900 N. Shoreline, 800-228-9290) over the Sheraton (707 N. Shoreline, 800-325-3535)—the city’s only first-class hotels—because I had been quoted a special off-season rate of $69 for a room that is normally $129. Before I had even set our bags down, Jake and Matthew had strapped on their in-line skates and were effortlessly gliding up and down the seawall, a massive expanse of concrete within a block or two of several skate- and bike-rental concessions. They kept at it until dark, while Andy and I sat on a bench watching a colorful parade of characters pass by and oohing and aahing at ships and boats in the bay.

If I were dining in Corpus alone or with other adults, I’d normally go for the catch of the day at the Water Street Seafood Company (309 N. Water, 512-882-8683) or Elmo’s City Diner (622 N. Water, 512-883-1643) or perhaps try the emu poorboy special at Eli’s Eclectic Eatery (415 N. Water, 512-884-3547), all within walking distance of the Marriott. Given my company, I held my tongue and hightailed it to Pizza Hut (2120 S. Staples, 512-883-3669). Then we headed back to the hotel—a good thing, because I was whipped. Unfortunately, the boys were ready for serious battle; armed with plastic guns and crossbows, they fought in the hotel room, in the hallway, and over my prone body. Around midnight, having sufficiently vanquished one another, they finally went to bed.

After breakfast the next morning, we thought about renting an extra pair of in-line skates, but it looked like rain. So we drove instead to the T-heads and L-heads, where we inspected the shrimp boats, fishing boats, some rather outrageous sailing yachts, a seaworthy replica of Christopher Columbus’ Niña, and all the cool jet-skis for rent. We then headed north a few blocks to the Corpus Christi Museum of Science and History (1900 N. Chaparral, 512-883-2862). Along with the Bayfront Plaza Convention Center, the Harbor Playhouse, the Xeriscape Learning Center and Design Garden, and the block of restored Victorian mansions on Chaparral Street, the museum is part of an area known as the Bayfront Arts and Science Park, and it looked nothing like it did eight years ago, which is when I was last there. Instead of gnarly stuffed animals in static display cases, the place has gone interactive with computers and computer games integrated into exhibits on the local environment, native wildlife, shipwrecks, petroleum refining, and paleontology. The presentations on hurricanes and the reptiles of South Texas were especially engaging.

As part of the admission price ($8 for adults, $7 for students 13—17, $4 for kids 6—12), we got to walk through the Columbus fleet—full-size replicas of the Pinta and the Santa Maria built in Spain for the 500th anniversary of the explorer’s famous voyage across the Atlantic. I wasn’t worked up about seeing knockoffs up close, but the guide got me interested. She brought the sailing vessels to life by offering step-by-step descriptions of how the replicas were built, intimate details about the original ships’ histories, and gossipy tales of how Columbus felt about them (he loved captaining the Niña, the most seaworthy of the three boats, and loathed the Pinta).

After a while, the boys and I went outside and messed around the Waterwall sculpture garden and darted inside the Art Museum of South Texas (1902 N. Shoreline, 512-884-3844), a white edifice designed by architect Philip Johnson. Then we headed back to the science and history museum so Andy could play a computerized fishing game and Jake and Matthew could test their navigational skills by steering toy sailboats on wheels powered by fans. I sauntered through the Smith-sonian Seeds of Change exhibit—which chronicles the history of plant exchanges between Europe and the Americas after Columbus—and recreations of storefronts in old Corpus Christi.

Almost two hours had passed before the first whimper signaling hunger and/or loss of interest reached my ears. It was time for lunch. I would have chosen Jeron’s Tea Room (1521 N. Chaparral, 512-882-1939), a block down the street in the Merriman-Bobys house, the city’s second oldest building and one of nine historic homes in Heritage Park, but they wanted to go back to the Lex. We returned to the back deck of Pier 99 and ordered fried shrimp and burgers and gazed at the aircraft carrier. While waiting to be served, Jake fetched his cup and returned the sea anemone, which the boys had named Fred, back to its habitat. Well, they had learned something at the aquarium after all, I said to myself with no small amount of satisfaction.

We finished eating and then drove half a mile to an empty stretch of Corpus Christi Beach by the Best Western Sandy Shores (3200 Surfside, 512-883-7456). There the boys cut loose. The beach was clean and the air smelled salty; the only downside was the weather—it was downright chilly. But the boys weren’t intimidated. For an hour, they managed to frolic in the sand, get their clothes wet, throw sand at each other, get even wetter, and then unload the aforementioned sand all over the car seat and floor just in time for the ride home. It was a mess, but I didn’t give them too much grief. We had run out of time before we could do everything they wanted. “Couldn’t we stay just one more day?” “We didn’t get to walk or rent a jet-ski or take a boat ride or rent a yacht.” “We haven’t gone on the dolphin watch.” “I want to ride go-carts. I want to play mini-golf. We want to Rollerblade some more.”

It was easy to say no, knowing that they were expected home. But their pleas for more time were music to my ears. Evidently, there was enough on the bay front and the beach to warrant another trip. For the next few hours, they snored blissfully. But more than that, something else told me they really had a good time in Corpus: They never mentioned South Padre once.