FORMER KNITTING mill is now an inn with great views of the falls of Shaw Creek, near Alton. -- Photos by Kenneth Bagnell

It's now a long time since John Dods, a Methodist Sunday school teacher ran a knitting mill just above a tumbling falls on Shaw Creek near Caledon providing him the power to compete with Stanfields. It was the 1800s. Today, Dods' long-closed mill is the Millcroft Inn, where above the ever-rumbling falls, is a small glassed-in dining area, the Pod, so popular you often have to reserve a table a month ahead. We had a choice table, number 40, directly over the falls. Last Christmas, a couple leaving the Millcroft promptly reserved it -- a year ahead -- for next Christmas.

The original building of the Millcroft Inn is a century-old, grey stone manor retaining its rustic past, set beside the river amid evergreens near the village of Alton in the Caledon Hills. It's a comfortable drive north and slightly west of Toronto, but a world away from city life. In 1995, Wolfgang Stichnothe, an affable man from Hanover, Germany -- trained in both European cuisine and hospitality -- acquired it from its previous owners.

He set about turning it into an inn and spa of the highest standard, using about six million dollars to do so. It now has just over 50 rooms, some, like ours in its original Main Mill, others in the next door Manor House or steps beyond in the Crofts, the latter made up of two-level suites, old Canadiana in decor with wood-burning fireplaces. But Stichnothe, a shrewd and daring hotelier, made two moves that propelled the Millcroft to ever-growing popularity.

One is its Conference Centre in a limestone building steps from the Main Mill, in which firms, mostly from Toronto, hold single-day meetings in a tranquil setting of sun filled windows and flagstone terraces.

But even more, he recently took the inn's small spa, enlarging and enhancing it, so that it now has 17 treatment areas, 11 private rooms, a staff of 25, and a menu of numberless choices from basic back treatment (which I had) to more exotic European body wrap (which my wife had.) Almost 1,000 people a month come to his spacious spa with a design and decor that calm simply in themselves. It's called, in keeping with today's wellness philosophy, the Centre for Well-Being. There, after a treatment by licensed therapists truly committed to wellness, you can rest in a large, warm pool area, looking out on winter-dusted field and forest.

Since the inn provides a marked cross-country trail and complimentary skis, my wife Barbara brought her ski suit and did a couple of kilometres of the trail, not that well groomed, but still pleasurable with sun falling through tall trees that calmed a rising wind.

It's a temptation to just settle in and enjoy all the Millcroft offers, but ideally you should also explore the countryside itself, its roads, trails and certainly the towns themselves, Hillsburgh, Erin, Orangeville, where the past is preserved in fine Bed and Breakfasts and main streets that are heritage museums. In Hillsburgh, look for the archway to the old hotel, where with slight imagining you can almost see horse and buggies of old Ontario passing through. In Orangeville, take note of some of Ontario's most interesting Georgian stone buildings. The town also has a respected theatre, a year-round pleasure, with this winter's The Love List, by one of Canada's most popular playwrights, Norm Foster.

No travel is memorable if the cuisine isn't memorable. As you have a right to expect, the Millcroft has a culinary reputation of the highest level with chefs schooled in the best kitchens. Just recently Robert Kirk arrived, his gastronomic pedigree including Toronto's fabled Centro and Splendido. So if at all possible, reserve a table in the glassed Pod, beside the river and where, above the falls, skaters may very well be out by now. There, over a dinner that began with a great Jerusalem Artichoke and Foie Gras Soup and went on to Bison done with seasonings of exotic spices and served with Forell Pear and Brussels sprouts, I looked out upon a soft fall of snow over the water, grateful that the pleasures of Ontario history and countryside are forever near.

Bottom Line

The Millcroft Inn offers various packages throughout winter, including a Romantic Getaway of two nights with one dinner for two, a bottle of champagne and a session for two in the Centre for Well-Being. It begins at $225 per person per night. For information or reservations call 800-383-3976, or visitmillcroft.com. For material on nearby attractions and B&Bs, call the Hills of the Headwaters at 800-332-9744 or go to hillsofheadwaters.com.