BURLINGTON - Although I've driven past the Willis Graves Bed & Breakfast Inn on countless trips to the Burlington Antique Show, until recently I never noticed the stately home sited under old-growth elms surrounded at this time of year by brightly colored wildflowers.

This charming 1830s Federal-style brick homestead - listed on the National Register of Historic Places - has been beautifully restored and appointed with antiques, many acquired at the antiques fair next door. I vowed to visit when I heard innkeepers Nancy and Bob Swartzel also had converted an 1850s log cabin into additional lodging space.

Named for the Boone County Clerk who built it, the main inn has three upstairs rooms. Downstairs, there's a large dining area where the hearty country breakfasts that come with your stay are served before a working hearth. Nancy Swartzel creates mouthwatering stuffed French toast, lemon yogurt waffles with fresh berries and fluffy scrambled eggs.

When visitors check in, they're usually greeted by Wilma the Weimaraner, the inn's mascot and only "kid" left in the Swartzels' empty nest. If you're staying in the cabin, Wilma will accompany you back outside, down the curving stone pathway and past the running creek to your accommodations.

The Swartzels bought the cabin three years ago for $1. "I was reading the paper one day - we lived in Edgewood at the time - and I saw that the airport wanted to get rid of a log cabin. "It was on land where they were building a new runway," Nancy says. "So I just called. I seemed to be the only person who was interested."

The Swartzels visited William Rouse's former home, a ramshackle house covered with clapboard siding and surrounded by a chain-link fence. They pulled some of the siding off to make sure there were logs underneath and looked at the hand-carved stones from the foundation and former front steps. "Bob noticed that there was a tombstone being used as a step," Nancy says. "It was for Lucinda Rouse, one of William's wives. I thought that was kind of disrespectful."

One condition of purchasing the cabin was that it had to be moved off the site within three months. That meant dismantling more than 216 poplar logs on three flatbed trucks and driving 2½ miles from Conner Road to North Jefferson Street. After two years of reassembly and renovation, the cabin getaway opened in November. "I kept saying to myself, 'What are we doing?' " Nancy says. "This is the biggest antique we have ever acquired, and there were times we wished it would go away."

The two rooms in the log cabin are perfect. Both have queen-size poster beds dressed in fine linens. The bathrooms, tiled in marble and glass, have double whirlpool tubs (with lights that change color) and steam showers. Amenities include high-speed Internet access, cable TV, DVD, VCR, CD players, microwave, refrigerators, desks - and terry cloth robes. The downstairs room is a two-level suite with a fireplace, private deck and lower-level living room. Both rooms are beautifully appointed and hold original artwork by Kentucky painter Gary Byrge. Period quilts, hooked rugs, antique prints, tea sets and bed warmers make these rooms just right for a relaxing night away from workaday worries.