Looking for upscale, but not ridiculous, resorts/spas in the East Coast (ME, MA, NY, RI, etc..) for girlfriend and I. Ideally waterfront, or at least very nice pool. Have gone to Woodluck in PA and really enjoyed, though woudl prefer something more "summery". Any suggestions? Outdoor oriented always a plus.

Take a look at Chatham Bars Inn on the Cape and Wentworth by the Sea in New Castle NH.

The Chanler and Castle Hill in Newport RI are also very nice but not sure if they have spas.

Nantucket-the ultimate beach. http://www.wauwinet.com/

Gurney's Inn in Montauk (on Long Island) has a spa and it's on the beach but imo it's not good value for money.

Wequasset-Chatham, MA
Otesaga-Cooperstown, NY
Mohonk Mt. House-New Paltz, NY
Saybrook Inn-Saybrook, CT
The Emerson-Mt. Tremper, NY
The Boulders-New Preston, CT
Mayflower Inn-Washington, CT
El Conquistador-Puerto Rico

We have been going to Maine the past few summers. We rent a cottage in Pemaquid - but if you do a Google search you should find some interesting inns in this area and right on up the coast. Great lobster eating, summer theater, great scenery, museums.

Check out hotels in Ogunquit on the web. Several right on the beach or rocky coast - beautiful!
Kennebunkport - Nonantum Resort and Colony Hotel
Both towns have great villages where you can walk, shop, eat, plus both sandy beaches and rocky coastline walks. No real "outdoor" roughing it, but very nice.
If you want to do more hiking, etc. head up the coast. You could check out the Samoset in Rockland. Its close to Camden where you can hike in Camden Hills State Park or do a schooner ride.
Further up the coast check out places in Bar Harbor/Mt desert Island/Acadia National Park

The Breakers-Spring Lake, NJ

The Crowne Pointe in Provincetown has a nice spa. They also have an outdoor pool and outdoor hot tubs. The rooms are beautiful. There is a delicious homecooked breakfast every morning, coffee all day, snack in the afternoon and a wine and cheese hour in the evening.