Looming over Red Wing is 340-foot Barn Bluff, a giant limestone hill that, when viewed from the river, looks sort of like a barn. Henry Thoreau climbed the bluff in 1861, on his only visit to Minnesota, and wrote to a friend about its "grandeur and beauty."

Climbing Barn Bluff is not for the faint-hearted; it takes a couple of hours up steep terrain. For a more sedate hike -- and a birdwatcher's paradise -- head to Frontenac State Park, 10 miles south of Red Wing. The 2,800-acre park has 13 miles of hiking trails and is on the Mississippi River Flyway, which means literally hundreds of species will pass through the area on their fall migrations.

Red Wing means history. Aside from its two most famous businesses -- Red Wing Shoe Co. and Red Wing Pottery -- the town is loaded with mansions from its 19th-century glory days as a grain port. Much of the town is well preserved, with 22 downtown buildings on the National Register of Historic Places. You can even sleep historically: several of the mansions have been converted to bed-and-breakfasts and the historic St. James Hotel's 61 rooms are named after the steamboats that used to come through town.

Duck into shops like the "Uff Da Shop" for Scandinavian goods or Lily's for cards and gift-shop items. Out on the west end of town, there's more shopping at Historic Pottery Place Mall, a restored former factory from the town's once-thriving pottery business. A charming museum there displays some of the company's dozens of stoneware patterns along with the famous blue-and-white Red Wing crocks in every conceivable size.

RAPID CITY, South Dakota

Make Rapid City your headquarters for exploring the Black Hills, Badlands and Mount Rushmore. Mount Rushmore is the state's most incredible site, a powerful symbol of America, and travelers also can check out progress on the Crazy Horse memorial. The Black Hills National Forest and Badlands National Park also are must-sees on the autumnal tourist trail.

Some of the best fall scenery can be found along Highway 14A through Spearfish Canyon, a National Scenic Byway. The Native American Scenic Byway takes visitors through the heart of South Dakota's Indian Country. Following the Missouri River, from Chamberlain to south of Fort Pierre, the route takes you to the crest of lofty river bluffs and descends to the fertile river bottom. Bison roam on the high plains that sharply contrast the nearby, lush bottomlands and the hills and bluffs along the river.

TWIN CITIES, Minn.

For a taste of the big cities, visitors will find theaters, orchestras, art museums, fine dining and shopping in Minneapolis-St. Paul.

Along the Mississippi riverfront in Minneapolis are historic mills, the 1883 Stone Arch Bridge, and scenic walkways. Downtown St. Paul is home to the Minnesota Children's Museum, the Science Museum of Minnesota, and the Minnesota History Center.

With the Mall of America in Bloomington, the Twin Cities has become an international shopping destination. The Mall is the largest shopping and entertainment complex in the U.S. The Minnesota Travel Information Center at the Mall offers Minnesota travel information and gifts. The Nicollet Mall in downtown Minneapolis is another favorite with shoppers, with an eclectic mix of shops and galleries.

In addition to hotels in the downtown areas of Minneapolis and St. Paul, there's an abundance of accommodations in nearby cities, such as Roseville, which borders both Minneapolis and St. Paul.

MILWAUKEE, Wis.

Nestled along a bluff overlooking one of Lake Michigan's bays, Milwaukee is Wisconsin's largest city, with an array of activities to offer visitors. At the Milwaukee Art Museum, explore an exhibit in the Calatrava-designed Quadracci Pavilion. Take a stroll down memory lane at the Milwaukee Public Museum's historic exhibit, the Streets of Old Milwaukee. Since, 1987 the International Clown Hall of Fame has let the laughter loose in its unique museum of clown history.

The Marcus Center for the Performing Arts hosts celebrated performing organizations such as the Milwaukee Symphony Orchestra, Florentine Opera, and the Milwaukee Ballet. At the Pabst Theater, you enjoy a lavishly renovated century-old landmark. The new 4,100-seat Milwaukee Theatre features an elegant domed rotunda lobby and brings many new Broadway shows to the city.

Favorite German stops include Karl Ratzsch's Restaurant, and Mader's Restaurant.

Fall festivals abound, and in winter a Victorian Christmas at the Captain Frederick Pabst Mansion offers an annual Victorian holiday celebration featuring the lavish decoration of the Pabst Mansion.