Similar to Charleston: southern charm, a 300-year-old harbor, ample seafood. But what sets Wilmington (pop. 106,500) apart from its genteel South Carolina neighbor is an economy in overdrive—not long ago, it was the second-fastest-growing economy in the U.S. Thanks to EUE Screen Gems, it's also home to the largest motion-picture and television studio outside California. (The local film industry employs some 800 people.) Situated where the Cape Fear River meets the Atlantic, the former military port's recreation options are mostly water-based—sea-kayaking, sailing, deap-sea fishing—and the biggest party of the year is, naturally, Riverfest, a frenzy of vendors, fireworks, music, athletic competitions, and invading pirates.