Most Rockbridge County residents remember The Shenandoah Manor as “The Inn at Union Run”. Its story begins at the end of the 19th Century on the banks of the Union Run, where a clapboard farmhouse on 100 acres was built (1883) with a spring, a springhouse, and a hand-hewn log barn (the remains of which still stand). Rumor has it that the main farmhouse burned to the ground numerous times and was rebuilt from the ashes, again and again.

In the 1990’s, the Manor became a renowned family-owned Bed and Breakfast, the Inn at Union Run, a three-time recipient of the prestigious Virginia Governor’s Award. Sadly, as so often happens to the best of dreams, life changes. The Inn at Union Run declined, the Innkeepers moved on, and the property fell into significant disrepair.

In May 2006, a team of local investors decided to restore the property to a whole new level of distinction – this time as “Barefield Manor at Union Run”. Larry Swartz and Whit Gravely, both hands-on investors, contributed to the renovation of Barefield Manor in unique ways. Larry enlisted the help of his wife, Shirley, their three sons, and their grandson and granddaughter to do the hard work required to renovate Barefield Manor, including trim painting, carpentry, plumbing, landscaping, decorating and restoring the original wooden door. Larry drained the pond, designed and built a new overflow, and installed a fountain in the center of the pond. The investors hired Lexington designer David Jimenez of Designs by David to create the new, dramatic look for Barefield Manor.

Unfortunately, this wonderful property has sat empty for the past several years and prior to that was not used as a Bed & Breakfast.  However, these updates were a great foundation for us to expand upon when we purchased it in 2012.  Using the existing updates and adding our flair, you can enjoy the mixture of both antiques and modern furnishings – from the furniture, to the art on the wall and the wonderful quilts on the beds.  Visitors always comment on the “homey” vibe/feeling the place gives off.  That was our goal – to provide a wonderful setting for more than a great “painting week”.  We want you to have a great vacation too.


Any questions? Call 612.221.1140


Shenandoah Art Destination, 325 Union Run, Lexington VA, USA. 24450

Established in 2010, The Shenandoah Art Destination is one of the only, art vacation retreat schools in the United States.  Home to students from all continents, the Shenandoah Art Destination offers rigorous art classes that include painting (oil and acrylic, watercolor, pastel), plein air painting, drawing, airbrush, drypoint, lino, mono printing and mixed media.
The Manors’s beautiful, 10-acre property is located in Lexington, Virginia, 50 miles north of Roanoke, VA.