Maybe Newport RI? Not sure when the homes get decorated for the season.

Or NYC.

Ditto Newport RI. Other possible options to consider: Portland ME, Portsmouth NH, Mystic CT, Amherst/Northampton/Deerfield MA, maybe even Providence RI.

New York City is great, but more than a 3-hour drive.

I love Newport but I think it would be much less exciting to 10 and 13 year olds. Only a couple houses are open, they are not yet decorated for Christmas, it's the wrong time of the year for beaches or clam shack visits.
I suppose they might like a seal watch cruise (dates are not listed yet) http://www.savebay.org/Page.aspx?pid=328

Are your kids boys, girls? What do they like to do? I think that Mystic (Seaport and/or Aquarium ) could be fun. Portsmouth is another small city mentioned but unlike Newport, I think it's more casual and kid friendly. Your kids might like Strawbery Banke (guided tours of a few houses only after October 31st) more than the mansions at Newport. Also, the USS Albacore submarine exhibit (I don't think you can go in the sub) is nearby. Lots of hotels and restaurants in the area.

BTW , if you go to Mystic the Nautilus Submarine is close by in Groton and is really cool!

We visited the Albacore many years ago, probably soon after it was moved. We went inside and it's not something for the claustrophobic! If you read the website, there is a reference that you go inside. Another place to visit might be the Seacoast Science Center at Odiorne Point. http://www.seacoastsciencecenter.org/ Probably the best shopping in the area would be to go across the bridge to the Kittery outlet malls.

We've never been but there's a hotel in North Conway with an indoor water park. http://www.kahunalaguna.com/water-parks-new-hampshire-rides-attractions.asp You would also have the outlet malls for shopping. If the weather is decent, maybe a short hike in the real outdoors?

I agree that the Mystic area has a lot to offer for a short visit. The Aquarium has outside exhibits with whales, seals, sea lions, penguins as well as the typical tanks etc. inside and a Titanic exhibit as well as a show with the seals. It and and Mystic Seaport have a combination ticket. The Nautilus Submarine and Museum in Groton is also interesting. The Indian Museum at Foxwoods is very good too. Do be sure to check the hours of operation on them, I think the Indian Museum was closed on Sunday the last time I tried to visit it. There are also boat trips to see seals on the rocks in Fisher's Island sound from the area near by, but we usually just park near the Stonington fishing docks and wait for them to pop their heads up.

There are plenty of places to eat in the area too.

I also like Cape Cod at this time of year. You can visit all the beaches that have limited parking and see seals there too.

Thank you for the replies. It is 2 girls that I am trying to accomodate.