To most Chicagoans Kenosha’s identity seems inextricably linked to its two outsize discount outlet malls, which actually aren’t in Kenosha at all. The unincorporated areas near the malls have become a commuter-bedroom area, dismissed by one downtown merchant as “yuppie West Osha,” yet the city itself has a rich ethnic and architectural diversity.

Kenosha, population 80,000, is about an hour’s drive north on I-94 (also accessible via Metra’s main line between Chicago and Milwaukee). It’s an odd cross of a small town and a big city, the kind of place worth getting lost in. Its downtown responded to the building of the malls with an ill-advised pedestrian mall, which was recently ripped up in favor of a spruced-up thoroughfare. Factories along the beautiful lakefront, abandoned by several major industries, including Chrysler and Simmons Mattress, have also been demolished to make way for more marina space and shops, and there are rumors of gambling establishments on the way.

Miles before you cross from Illinois into Wisconsin the billboards begin their incantations: Nike, Oshkosh, Liz Claiborne. Just over the border the Wisconsin state hospitality center materializes at the same time as the Lakeside Marketplace Outlet Center (I-94 at exit 347; 414-857-2101), a pair of overgrown strip malls with more than 60 stores specializing in clothes and shoes: Anne Klein, Benetton, Calvin Klein, Generra, J. Crew, Nike, Bass, Capezio, Joan and David. The discounts range from 20 to 75 percent, and most merchandise is end-of-season or overstock, not factory seconds.

Farther up the highway more of what one mall manager described as “Wisconsin’s number-one attraction for out-of-state visitors” shimmers into view: the Factory Outlet Centre (I-94 at Highway 50, exit 344; 414-857-7961). Adjacent to the mall is Action Territory (414-857-7000), a “family fun park” with miniature golf, go-cart racing, and the like–a good place to dump the kids and spouse.

The Factory Outlet Centre is your basic mall-under-one-roof, with more than 100 stores jockeying for attention. Highlights include Sony, Eddie Bauer, Jockey, American Tourister, Corning/Revere, and Fuller Brush. Wisconsin’s sales tax is 5.5 percent, and some stores have Wednesday senior discounts.

A couple miles west is the Thompson Strawberry Farm (14000 75th, aka Highway 50, Bristol; 414-857-2353), a pick-your-own farm that’s open daily in mid-June and July. A little further west the farms and hillsides of Bristol Township make a charming country drive.

If you continue east from the mall on Highway 50 you’ll run into Rogan’s Shoes (11875 74th Pl.; 414-857-9086), a large store with discounts on popular brands such as Nike, Reebok, Rockport, and Doc Martens.

Follow the gently rolling hills east a few more miles, and the homes become more interesting, reflecting the influence of generations of German, Polish, and Italian immigrants who came over in the 19th century to work in Kenosha’s heavy industries–some of these workers were given contracts to bring their home villages over. The neighborhoods grow more pleasing as you near the lake and Third Avenue, the heart of the historic district. Kenosha’s location on Lake Michigan has guaranteed it industry, fishing, and boating back to the 1840s, when it was first settled. Conestoga wagon wheels were made here, then trucks, and then cars; the cars were made by Nash Motors, which became AMC, which was absorbed by Chrysler.

The Manor House Bed and Breakfast (6536 Third Ave.; 414-658-0014), the plush bed and breakfast I stayed at, is a stately Georgian mansion with steel supports and 16-inch concrete walls, built in the 1920s for the vice president of Nash Motors to withstand weather and time. As the car plants began to close, the building, like much of Kenosha’s downtown, was neglected and slated for demolition. Its present owner bought it in the late 1970s and restored it to its original state, gaining historical-landmark status. Stuffed with period antiques, its 22 rooms include meeting areas as well as four lavish guest rooms, one of which contains one of the manor’s few original antiques, a nurse’s bed from the Crimean-War era. The foyers of each room have floor-to-ceiling closets and drawers, and the bathrooms are sumptuous. Prices range from $100 to $140 a night. Best of all is the lazy lick of waves across Third Avenue as you fall asleep.

Another interesting bed and breakfast is the Merry Yacht Inn (4815 Seventh Ave.; 414-654-9614), a converted firehouse guarded by a plastic dalmatian at its front window. Open only during the summer, it’s only a few blocks from the marina and downtown Kenosha.

Along Third Avenue is Harmony Hall (6315 Third Ave.; 414-655-8440), another English manor house, restored and maintained as the international headquarters of the 34,000 member Society for the Preservation and Encouragement of Barber Shop Quartet Singing. Tours are available by appointment.

Across the street from the Manor House on the lakefront is the Kemper Center (6501 Third Ave.; 414-657-6005), once home to a 19th-century school for girls, a particularly spooky combination of Gothic Revival and Italianate architecture that’s used as a community center. On its 16-acre grounds are an arboretum with more than 100 species and an herb garden designed for the visually and physically handicapped. It also has a fishing pier.

Worth the drive from the malls all by itself is Frank’s Diner (508 58th; 414-657-1017), an honest-to-goodness diner built around an old railroad dining car shipped from New Jersey in 1926. Coproprietor John Gilmore, an outgoing host and master of the skeptical glance, greets a crowd of young and old regulars, many of whom go behind the counter for coffee refills. Specialties include the “garbage plate”–“hash browns, chopped ham, green peppers, onions, hot peppers, and eggs, hashed” for $5.25–and a spicy, tomatoey homegrown chili with just the right measure of red pepper. Sourdough toast and great soups are among the other treats. Breakfast or lunch for two comes to about $11.

In the just-refurbished downtown what was once a two-story Kresge’s dime store is probably the strangest formal-wear and clothing store ever, the loony Mike Bjorn’s Fine Clothing and Museum (5614 Sixth Ave.; 414-652-0648). Bjorn buys mannequins from stores going out of business and has more than 100 tuxedos on display–surrounded by dozens of gold spray-painted penguins, carousel horses, Titanic memorabilia, a stuffed gorilla wearing a bridal veil, a full-size hobby horse, a stuffed turkey on a chair regarding itself in a mirror. When I visited, the storefront was dominated by a 15-foot Titanic; a “Jurassic” theme is promised for summer. Corny signs–“We’re sorry you don’t know his or her size, but it is your problem”–cover every available space.

Several antiques shops are also downtown, including A Miracle on 58th Street (706 58th St.; 414-652-3132), whose 101 booths resemble a good three-story flea market. The antiques and collectibles include a wide range of furniture, decorative accessories, and glassware. One corner is given over to a booth that’s like a prop museum, with cheap prices on coffee, milk, and candy packaging dating back to the teens. Prices are very reasonable; the stiffest are on the higher-end furniture.

Kenosha was once home to 13 breweries, but the only local beer now is at the bustling Brewmasters’ Pub (4017 80th St.; 414-694-9050), a former dairy barn. Its walls are festooned with memorabilia from various defunct beers, including Good Ol’ Potosi Beer and 1-2 Beer (as in “I’ll have 1-2”). The food’s passable, but the beer’s great, including Kenosha Gold, reminiscent of Anchor Steam, and Royal Dark, like a light porter with a hint of cherry and a suprisingly unbitter aftertaste. It’s served in pints or liters, with the liters going for around $3.50. The appetizers include classics such as deep-fried beer-battered cheese curds and beer-battered smelt, with entrees running to all-you-can-eat prime rib. Dinner for two, including beer, can run $35.

The pub’s 1993 Southport Beer Festival–with contributions from about 13 regional microbreweries, including the Boston Beer Company and Milwaukee’s Water Street Brewery–takes place on June 19, with “unlimited sampling.” Beer-drinking music and brewmasters’ games are promised along with “charcoal-roasted-pig dinners” and the chance to meet each brewery’s brewmaster. Tickets are $16 at the door, $14 in advance.

Most restaurants in town are basic Italian or steak-and-potato joints. The unpretentious Ruffolo’s has great deep-dish pizza and ravioli the size of potpies (the half portions of most dishes easily serve two). The restaurant’s tiny original location is at 4621 38th Ave. (414-656-0685), and the larger, brighter new location is at 3931 45th St. (414-656-0441). Dinner for two very hungry people comes to about $15.

The city is also dotted with drive-through liquor stores and drive-in burger joints with carhops. Among the best is The Spot Drive-In, at 2116 75th St. (414-654-9294) and 2918 Washington Road (414-654-7768) with great burgers and fries for about $3.50 per person.