"We don't have Vegas envy," says Jeffrey Vasser, executive director of the Atlantic City Convention & Visitors Authority. You can excuse Vasser for being a bit defensive. For years, Las Vegas has been recasting itself as an all-around tourist destination -- luxe hotels, top restaurants, high-end shops, art galleries -- that just happens to have casino gambling, and it has done so to great success. (In what is surely a pitchman's wildest dream, Hollywood even took the tagline of the infamous What Happens in Vegas campaign and slapped it on a Cameron Diaz movie.) During most of this time, Atlantic City was relegated to the realm of the day-tripping slot-machine junkie and not much else.

But all that is changing. As gambling in its various forms spreads across the country like kudzu, its novelty is wearing off, and even those casino-seeking day-trippers from New York and Philadelphia don't have as much reason to make the trek to the Jersey Shore anymore. So the city is aiming for another market altogether: the upscale traveler. At Atlantic City's newest hotels, you may be shocked -- shocked! -- to discover that gambling isn't going on here.

The Water Club at Borgata opened last month as a stand-alone entity at the five-year-old Borgata hotel. The 800 rooms in its 43 stories offer 400-thread-count Egyptian cotton sheets, 40-inch flat-planet HD TV's, iPod docking stations and sweeping ocean views. There's a 36,000-square-foot spa, five pools and shops including Hugo Boss and La Perla. But there's no casino. (Granted, you can merely walk over to the Borgata to gamble, or for dinner at places like Bobby Flay Steak, the Wolfgang Puck American Grille or Michael Mina's SeaBlue.)

Slated to debut in August is the Chelsea, a boutique property that's the first non-gaming hotel to open on the city's famed boardwalk in four decades. Developer Curtis Bashaw, known for Congress Hall in Cape May, took what used to be a Holiday Inn and an adjacent Howard Johnson's and transformed it into a high-design palace that denizens of neither chain would recognize. Among the highlights will be two restaurants from Philadelphia impresario Stephen Starr (an outpost of his Buddakan can be found at the nearby two-year-old Pier Shops at Caesars).

Also at Caesars is the brand-new Qua Baths & Spa, modeled after the lavish spa of the same name at Caesars Palace Las Vegas. The company reportedly spent $15 million on a facility with 14 treatment rooms: You do the math. Speaking of numbers, Qua's signature treatment is the Dieci Mani, Italian for "ten hands." Five therapists will guide you through a three-hour regimen of massages, facials and baths, all for a cool $5,000. Even in a town that may be forsaking gambling, it's easy to see there are still plenty of ways for you to spend your money.

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Jeffrey Bauman is the managing editor of Town & Country Travel.

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