Franklin, just 18 miles south of Nashville, remains a small town, with a Victorian downtown district that's listed in the National Register of Historic Places.

"You'd be blown away by Main Street and the old traffic roundabout," says Charles Edmondson, 62, who moved here from Texas in 1997.

If the restaurants, shops and golf courses (four public courses, five private clubs) aren't enough to occupy you, you can head into Nashville for football (Titans), hockey (Predators) and music.

"My perception is that parents follow their children down here," says Franklin's city administrator, Jay Johnson.

Younger adults are attracted by Tennessee's stable economy and job market, then their parents visit and fall in love with the mild climate, rolling hills and relaxed atmosphere -- and the fact that Tennessee levies no income tax except on investment income.

Franklin hasn't raised its property taxes for 13 years and has no plans to do so, according to a city official. Zoning in town is flexible, with stand-alone houses and town house developments that cater to empty-nesters (prices average around $120,000).

Tom Feuerborn, 65, is a case in point. After retiring from the military in 1990, he and his wife Vicky, 64, settled in Oklahoma. But their daughter and son-in-law lived in Franklin, and after years of frequent visits, the Feuerborns moved here in 1997. When they're not cheering their grandson at baseball games, they eat out and attend the community theater.

Tom, a former colonel, keeps up with military affairs through the Middle Tennessee Retired Officers Association. Vicky is on the board of their homeowners association, and Tom was elected alderman.

"People blend right in when they move here," he says. "When you pass people on the street, they smile and say hello; it's just friendly," adds Edmondson. "My wife and I chuckle at what people here call a traffic jam."

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