Multi-millionaire and Standard Oil-tycoon Henry M. Flagler once carried on a lengthy, rather public affair. Not what you might think, though. Flagler's indulgence was a small, rural Florida hamlet. And like some are wont to do, he sought to change the object of his affections.

Travelers can drop in on that object — the city of St. Augustine — and still see the remnants of Flagler's fling.

Flagler first spotted St. Augustine in December 1883. What he saw was an undeveloped, isolated village of some 2,000 people. Railroads and steamship lines had only just opened up St. Augustine to the outside world. And a trickle of well-off Northerners sought to escape winter's cold in the town's sunny warmth.

The 53-year-old Flagler quickly took to St. Augustine. But they were a strange match. Co-founder of the Standard Oil Company along with John D. Rockefeller, Flagler was one of America's richest, most powerful men. St. Augustine, on the other hand, grew up poor and unsophisticated in the boondocks.

That, though, was part of the town's allure. Flagler saw St. Augustine not for what it was, but for what he could make it — an American Riviera. The Newport of the South. A world-class winter resort.

With his immense financial resources, he set about remaking St. Augustine. He felt the city's first need to be lodging worthy of putting up the Northern wealthy. So in December 1885 he broke ground on the Ponce de Leon Hotel, designed to be the equal of any in the world.

Flagler vowed to spare no expense in building the hotel. And he didn't. When the Ponce de Leon opened in January 1888 its guests lavished in the newest and the best. The hotel's four-story-high walls were made with the latest in construction techniques — poured concrete. Although electricity was not widespread, guests enjoyed electric lights powered by four of Thomas Edison's direct current dynamos. It even had steam heat, which was seldom seen in Florida.

Typical upscale hotels of the day might provide lodgers a brass bed, dresser, rocking chair, wash basin and chamber pot. The Ponce de Leon, however, boasted furnishings in each room costing a minimum of $1,000 — a hefty chunk of change at the time. Louis Comfort Tiffany designed some of the furnishings, including stained-glass windows. But that's not all. Guests also had the luxury of private baths and toilets.

As word of the marvelous hotel spread, St. Augustine's reputation grew. The city's Ponce de Leon Hotel outclassed such famed hostelries as the Palmer House in Chicago and San Francisco's Palace.

Flagler didn't stop with the Ponce de Leon. That was just the beginning. The hotel was designed to accommodate and impress the super wealthy, so across from it he built the Alcazar Hotel to put up the merely rich.

The four-story Alcazar, costing about half what the Ponce de Leon did, was smaller and a bit less lavish. Nonetheless it was still a grand hotel. Flagler called it superior. Perhaps the Alcazar's most famous feature was the then world's largest indoor swimming pool — 120 feet (36.5 meters) long and 50 feet (15 meters) wide. The bottom sloped along from 3 feet (1 meter) to 12 feet (3.6 meters).

Flagler wanted the hotels he gave St. Augustine to highlight the city's Spanish background. And his architects had turned to some of the finest buildings Spain had to offer, drawing on the splendors constructed when the Moors ruled the country.

And indeed both hotels wore a distinctly Moorish look. The Alcazar's facade even drew on that of its famed namesake in Seville. Although Spanish in design, the two buildings did not fit St. Augustine. They resembled the best in Moorish Spain, which had little in common with the city's Spanish past. St. Augustine's features were those of an impoverished frontier outpost. Its homes and buildings were generally simple, utilitarian structures with little ornamentation.

To make sure St. Augustine lacked nothing in the eyes of his hotel's well-to-do guests, Flagler went on a spending spree to spruce up the town.

He paved its streets and hired crews to clean them. He built a hospital, city hall, train depot and fire station. He financed or contributed to churches. He constructed a school, ball field and town market. He developed its real estate and gave it electric and water utilities.

Today you can still see his greatest gifts to St. Augustine — the Ponce de Leon and the Alcazar. But neither has remained a hotel.

In 1968, Flagler College, a four-year liberal arts institution, moved into the old Ponce de Leon. While you can't get free run of the building, you can walk around the grounds and step inside to the rotunda — the former lobby.

At the street-side entrance to the property, which takes up a city block, a statue of Henry Flagler greets you. Walking past Flagler you enter a large palm-filled, fountained courtyard. The building wraps around it on three sides.

Soft orange-brown terra-cotta trims windows and Moorish arches. Small gargoyles decorate the upper walls. Square towers in two corners rise above the terra-cotta roof to flank the rotunda dome. Standing there, you'll find it easy to agree that the old Ponce de Leon is St. Augustine's most impressive building.

The inside, even though you glimpse just a small portion of the building, is no less imposing. The only things seemingly ordinary — if a bit old-fashioned — are several silver-painted radiators lining the wall.

Mahogany paneling and carved oak pillars rise from the rotunda's tile floor. Looking up, gold-leaf figures and designs fill the ceiling and dome.

Across the street, a fountained garden, twin towers, horseshoe arches and liberal use of terra-cotta reveal the Alcazar to be the Ponce de Leon's sibling.

The Alcazar, though, now houses The Lightner Museum. It displays an interesting and varied collection of late 19th century Americana — from the everyday to the unique.

You can still see the once world's-largest indoor swimming pool. But its days of glory are gone, so you won't need your swim suit. A mini-mall of antique shops sits — literally — in the empty pool. You reach the shops, which line the basin's sides, via concrete stairs at each corner — the same stairs that once led bathers into the water. The floor still rolls along at its 3-to-12-foot (1-to-3.6-meter) pitch. A small cafe occupies the deep end.

An empty pool housing antique shops might strike you as somewhat odd, but then so was much of Flagler's relationship with St. Augustine.

And what of Henry Flagler and St. Augustine? Unfortunately, the ending isn't happy. Flagler left town. Another small, rural Florida hamlet caught his eye, and he moved on down the line to take up with Palm Beach. But that's another story.


FAST FACTS

The former Ponce de Leon Hotel, now Flagler College, is located at 74 King St., St. Augustine, Florida 32084. Telephone: 1-904-829-6481. Daily guided tours, leaving every 20 minutes, are available during summers between 10 a.m. and 4 p.m. Admission for adults is $4.00. Children under 12 free.

The former Alcazar Hotel and its Lightner Museum are located at 75 King St., St. Augustine, Florida 32084. The museum is open daily (except Christmas) from 9 a.m. to 5 p.m. Admission for adults is $6.00. Children aged 12 to 18: $2.00. Children under 12 may enter free. The Lightner Antique Mall opens daily from 10 a.m. to 4:30 p.m. Admission is free For more information, telephone: 1-904-824-2874 or visit the museum's Web site at: http://www.lightnermuseum.org.