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Looking for small, charming, and/or fun town no more than two hours from Little Rock

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My two best friends from high school and I are getting together June 4-8. They live in Memphis and I'm flying into Little Rock and from there we're going to choose a place to stay a few nights that will offer as many of the following as possible: good restaurants, pleasant shopping, nice scenery, vibrant local color, and the possibility of doing one spa treatment each as a special treat.

I'd love suggestions for towns, places to stay (prefer smaller inns and B&Bs to larger places) and things to do that shouldn't be missed. State parks? Nice place for short hikes? Local history? Interesting architecture? We'd be up for just about anything.

We don't need wild nightlife. We don't need chain hotels or restaurants. And before you suggest Memphis, let me just say that they want to get out of Memphis, and I've visited there plenty of times. We're looking for something new and fun.

Thanks!

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