A stream of smoke drifts slowly upward from a wooden incense burner placed on the edge of the counter, its sweet smell permeating the air of the small shop that just popped up downtown.

The store is quiet, except for the sound of a husky voice. It belongs to the store's owner, Georgia Madison. She sits perched in the back of the store partly hidden by her sewing machine, which seems to wait patiently, with a spool of white thread in its grip, eager for Madison's cue.

"We weren't looking for a storefront. It kind of found us. And everything else just fell in place," says Madison of her new corporate venture, MADison's HAT'R, located at 103B S. Pugh St. The building she and her husband John rent used to be a clothing store, but the racks of denim jeans have disappeared. The Madisons have taken over.

A temporary paper sign lies in the storefront window, its hand-colored message, "Hats, wearable art," enticing passersby to check out the creative crafts displayed inside.

Over the years, the Madisons have met all sorts of artists, and their work, ranging from tied underwear to hand-blown glass jewelry to pottery, blends with Georgia's hats and quilts, decorating the shelves of the once empty store.

Today, she wears a bright pink turtleneck over a flowered vest, that, not surprisingly, she constructed herself, and although she stands barely five feet tall, her presence demands attention. She began making arts and crafts when she was only seven years old, oblivious to the fact that her love of art would later blossom into a career.

Growing up in the little town of Burnside, Pa., Georgia was forced to tap into her more dexterous side during high school. "We couldn't afford to buy dresses for proms, so I started making my own. I'm also really short so I always had to hem all of my pants."

Georgia started making and selling hats nearly 10 years ago, but the hats she made were never conventional. She calls the first hat she ever made a "bandana hat." A conglomeration of a bandana and a hat, she constructed the original design as a present for her brother, who was a construction worker.

"See, this thing wraps around your head," she demonstrates, pulling a red, white, and blue bandana hat from the shelf to her right, "like a sweat band."

The bandana hat caught on among her brother's construction friends and soon she was swamped with orders. Since then, she has gotten some pretty outlandish requests.

Georgia says that many times, people use her hats as conversation pieces, "One guy came in yesterday and wanted me to make a clear, plastic top hat. Not so he could keep the rain off his head or anything, just so people could see his different colored hair that he dyes crazy colors all the time."

"Sometimes it doesn't happen on the first try," Georgia says of making hats from customer's requests, with sometimes little more than a mental picture or photograph to guide her, "But it's no big deal, I just put 'em on the shelf."

Georgia used to call the basement of her home her workshop, traveling with her husband to various art festivals to display her work. When her hats were rejected by a jury at the Central Pennsylvania Festival of the Arts, she joined forces with a new group of artists who meet yearly to breathe life into the youthful art festival in Boalsburg known as the People's Choice Festival of Pennsylvania Arts and Crafts.

"When I went to show my art to the guy who runs the People's Choice Festival, he just started throwing my stuff on the hood of his car. Until he came to the hats. He ran inside to make his wife look at the hats. He didn't think I made them myself."

Now, anyone who wants to see the artist in progress can stop by her downtown store and watch her transform simple pieces of fabric into "wearable art" with her sidekick, her sewing machine. A pair of jeans lies folded beside her, "I also do alterations and repairs," she grabs the denim and explains, "This pair was someone's favorite and they're all worn. So I just go in and put a patch underneath and fix it up." It seems as if a project is always vying for her attention, but when the bell rings and a customer walks in the door, anything lying on her desk takes a back seat.

When Georgia begins to elaborate on her relationship with John, her partner in life and business, her husband of 28 years, she smiles and her bead earrings dangle in the air.

"I'm like the seamstress. He's the salesman. He's a people person. I've never met anyone who didn't like him. A lot of people don't know I actually make the hats. He's the one that gets out in the crowd and draws people in. When the weather is nice at art festivals, he wears a tuxedo with a snakeskin hat."

Although her husband's antics may initially attract customers, Georgia's talent, in conjunction with her straightforward manner and warm personality, are a genuine recipe for success.

Julie Hanford, who Georgia affectionately refers to as "Jules," was more than happy to sell her handcrafted bead jewelry at MADison's HAT'R. "I met Georgia at the Laurel Festival in Wellsboro and have been watching her work for years. She is one of the few people I would trust to put my things in her shop. I trust her level of integrity. Her products with mine make sense."

Georgia's carefree attitude is infectious and her animated spirit is reflected in the hats that litter the back wall of her shop. Some have big flowers pinned on them, some are made of felt, some have a hippyish appeal, and others look like they're tailored for the heads of mothers.

"Her personality is a lot like her hats. She's a lot of fun to be around," says Donna Selfridge-Spangler, whose work also adorns the shelves of MADison's HAT'R. S

"It's every artist's dream to own their own store and sell their art," Georgia says. This artist's dream coming true is like a gift that keeps on giving.

A college-aged girl swings open the door of MADison's HAT'R and is immediately drawn to the racks of hats in the back of the store. She plops a floppy, red, purple and green jester hat over her long, brown hair, a smile stretching across her face as she peers at her reflection in the mirror.