Katie Dunn and Eric Tomberlin

If you made a list of 50 cities—the largest one in each state—Burlington, in sparsely peopled Vermont, would be the smallest in the group. But you won't find the faintest whiff of an inferiority complex among the 39,000 residents of what is often called America's most livable city. How many stateside towns are a magnet for lovers of French cuisine and socialist policies (courtesy of Independent Bernie Sanders, the former mayor and now the state's lone congressman)?A bigger city wouldn't even fit here, snug between Lake Champlain and the Green Mountains, where you can lose yourself in summer pleasures without giving a thought to skiing or fall foliage. On New England's "West Coast," size certainly doesn't matter; in fact, it's a liability.

Where to Stay
Downtown Burlington has a dearth of accommodations—to stay close to the action (read: the lake), your only choice is the 256-room Radisson Hotel (60 Battery St.; 800/333-3333 or 802/658-6500, fax 802/658-4659; doubles from $119). Not that it's a bad choice: Book a lake-view room on the top floor, and you'll be seven stories up with a clear shot across to the Adirondacks.

Willard Street Inn 349 S. Willard St.; 800/577-8712 or 802/651-8710, fax 802/651-8714; doubles from $125, including breakfast. If you want to stay in Burlington proper, this 14-room inn a mile up the hill from downtown shopping is your best bet. Opened as an inn four years ago by Beverly and Gordon Watson, the 1880's Georgian-Queen Anne Revival residence is now the handsomest of the city's ivy-covered Hill District mansions. Ask for the cornflower-and-white Nantucket room, which has a massive mahogany four-poster. Have breakfast in the sunny checkerboard-floor solarium; after eating, head to the gently sloping back yard, grab an Adirondack chair, and stare across the lake at... well, you know.

Inn at Shelburne Farms 1611 Harbor Rd., Shelburne; 802/985-8498, fax 802/985-1233; doubles $95-$350; open mid-May through mid-October. These are certainly the grandest accommodations in the area, if not the entire state; if you weren't to the manor born, here you can pretend you were adopted. Twenty-four rooms, 17 with private baths, inhabit a 113-year-old red-brick Queen Anne wonderland, set on a hill overlooking sprawling Shelburne Farms and Lake Champlain. The bedroom furnishings and decoration vary widely, from Empire style to flocked wallpaper and delicate lace. A word of warning, however: the National Register building has no heat or air-conditioning. Fans are provided, but you may want to request a room on the second floor as a safeguard.

Heart of the Village Inn 5347 Shelburne Rd., Shelburne; 877/808-1834 or 802/985-2800, fax 802/985-2870; doubles from $115, including breakfast. Right where the name says it is, an easy walk from the many treats of Shelburne, this restored Victorian has five traditionally decorated rooms (floral prints, wicker) in the main house and four in the carriage house out back. All rooms have private baths, some with claw-foot tubs.

Inn at Essex 70 Essex Way, Essex; 800/727-4295 or 802/878-1100, fax 802/878-0063; doubles from $175. Those who prefer staying in a hotel should head for this modern 120-room facility 15 minutes from downtown Burlington. Stylish it's not, but there isn't a more comfortable place to stay in Chittenden County. Most rooms are quite large; splurge for one with a fireplace and you'll get even more space. The inn is popular with families (for its heated outdoor pool) and inveterate shoppers (for its proximity to the Essex Outlet Fair, with Brooks Brothers, Polo Ralph Lauren, and 20 other stores).

Where to Eat
Leunig's Bistro 115 Church St.; 802/863-3759; dinner for two $60. Geographically, Leunig's is at the corner of Church and College Streets, but in spirit this bistro, with tin ceilings and Toulouse-Lautrec prints, is at the intersection of Burlington and Paris. Start with a bowl of sweet pistou (a soup of tomatoes, zucchini, potatoes, and white beans, topped with grated Asiago cheese). The steak au poivre is succulent; the maple crème brûlée, stunningly rich.

NECI Commons 25 Church St.; 802/862-6324; dinner for two $50. The flagship of the New England Culinary Institute, the sleek NECI (pronounced "necky") has chefs-in-training prepare the day's specials (coq au vin, bouillabaisse, osso buco). Whatever dish you order, pair it with a side of Vermont cheddar mashed potatoes.

Smokejacks 156 Church St.; 802/658-1119; dinner for two $55. The newest entry in the downtown scene, Smokejacks is now the most stylish, with its exposed brick, blond-wood barstools, and vibrant local artwork. This being Vermont, cheese pops up in many dishes, such as the crisp Gruyère-stuffed risotto squares, and there's a cheese list, which might include Quebec chèvre or Brin d'Amour from Corsica.

At the University
The campus of the University of Vermont—UVM stands for the Latin universitas verdis montis, "university of the Green Mountains"—offers a few diversions half a mile up the hill from Church Street.

Founded by Ethan Allen's brother Ira in 1791, UVM is home to the McKim, Mead & White-designed Robert Hull Fleming Museum (61 Colchester Ave.; 802/656-2090; admission $3; closed Mondays). Its 20,000-object collection includes photographs by Alfred Stieglitz and Walker Evans, as well as paintings by Corot, and the second floor has a sampling of pieces by Vermont artists. The real surprise here is a remarkably well-kept female mummy from the sixth century B.C.

Next door is the Perkins Museum of Geology (802/656-8694), just a small room in an academic building, but it holds a wealth of treasures. You'll see rocks, naturally, such as greenish-gray malachite from Arizona, and brilliant yellow sulfur from Sicily. You'll see dinosaur footprints excavated from South Hadley, Massachusetts. And that's all well and good, until you discover the museum's prize possession, the Charlotte Whale. This 10-foot-long beluga skeleton was found in 1849 in nearby Charlotte under ten feet of sand and clay; it was later determined to be more than 10,000 years old and is now Vermont's official state fossil.

A Day Out in Shelburne
After a couple of hours in downtown Burlington, even Vermont's low-key version of city life might leave you longing for some open space. Drive a few miles south on Route 7, past the strip malls and car dealers of South Burlington, until you hit Shelburne, the gem among Burlington's suburbs. You could spend a sublimely happy weekend here without ever setting foot in "the big city."

Summer isn't always the best season for museum-going—too many warm-weather temptations. But since the Shelburne Museum, founded in 1947 by Electra Havemeyer Webb, is outdoors on a 45-acre plot, you can easily fend off those urges and take a walk among its 37 buildings and exhibits (Shelburne Rd.; 802/985-3346; adults $17.50, children 6-14 $6.50; open daily 10-5). The fact that it also has what may be the finest collection of Americana in the country is just a bonus.

In the Electra Havemeyer Webb Memorial Building, which re-creates the interiors of Webb's Manhattan town house, you'll find a trove of Impressionist works (Manet's Blue Venice is a must-see). In the nearby gallery, look for the Grandma Moses painting, signed by the artist as a Christmas gift to Webb. The Stagecoach Inn is a folk-art fantasyland, with its array of carved-wood tobacconist's figures (that's P.C. for cigar-store Indians), bird decoys, and weather vanes.

Girls and boys alike will love the Toy Shop, with its painstakingly reconstructed 19th-century dollhouses and its cast-iron piggy banks. The Circus Building holds just that—an entire miniature circus. The thousands of hand-painted figurines were designed by former Pennsylvania railroad employee Edgar Kirk, along with old carousel animals refitted with real horsehair (Kirk worked on it for 46 years, and he still hadn't finished when he died). After all that, leave time for the Ticonderoga, an intact steamship that was moved overland from Lake Champlain 45 years ago and later declared a National Historic Landmark. Going aboard is not a hermetically sealed experience—you get the full run of the vessel, and you have to duck under pipes and inch around the imposing coal engines in the hull.

Your ticket to the Shelburne Museum is good for two consecutive days, and you'd need to use both to take in its full breadth. But you should pry yourself away and drive to Shelburne Farms, which is home not only to the fabulous inn and restaurant but also to a thriving agricultural and educational enterprise (1611 Harbor Rd.; 802/985-8686; adults $11, children 3-14 $5; open daily 9-5 mid-May to mid-October). The 1,400-acre nonprofit farm on Lake Champlain, conceived in the 1880's by William Seward Webb and his wife, Lila Vanderbilt, is a marvel, both because of what it produces—first and foremost, award-winning cheddar—and the setting in which its products are made.

The grounds were laid out by landscape architect Frederick Law Olmsted, of Central Park fame. That means dirt roads full of twists and bends, which was Olmsted's way of surprising visitors: each turn past a thicket of trees suddenly reveals a new vista, every one more inspiring than the last. You'll get a ride around the property, passing by fields of cows, organic gardens, and bales of hay that would have humbled Monet.

The best stop is the gigantic Farm Barn—it's unlike any barn you've ever seen, with its hunter green Tudoresque turrets and undulating eaves. After the staff members inside show you how the cheese is made, you'll have a chance to put their cheddar where your mouth is at the end of the tour.

"This sunset's a good one—we even have some Jesus rays," says J. Whitney, kayaker extraordinaire, without the least bit of irreverence in his voice. We're out on Lake Champlain on a cool summer evening, and it's his description of those beatific shafts of light that clinch it for me—I am taking part in a blessed event.

I had wanted to try kayaking, but the idea of sea kayaking didn't thrill me—too much up-and-down lurching. Figuring a lake was a good bet, I called Back of Beyond Expeditions in Burlington to ask about the summer Waterfront Sunset Paddle, which ostensibly takes place at dusk every Wednesday, Friday, and Sunday night. But here's the best thing about the folks at Back of Beyond—they'll accommodate almost any schedule. The only night I was free was a Saturday, yet they were more than happy to take me out on the lake.

With my wife, Joanna, I arrive at the waterfront just before 7 p.m., anticipating two solid hours of kayaking—sunset comes late when you're this far north. J., owner and operator of Back of Beyond, and his friend Lisa meet us with the kayaks and give minimal instruction, not because they're bad teachers, but because there's so little to teach: you just take the paddle, which has a contoured blade on each end, and twist as you dip it into the water.

Launching the boats, we paddle out around the breakwater in Burlington Bay—Joanna and I in a two-person kayak—and within minutes we're on open lake. J. is a 32-year-old mountain man with dirty-blond hair and a steely resolve to withhold the secret behind his mysterious initial. He regales us with tales of Vermont and a wealth of nautical tidbits gleaned from a life spent on or near the water.

It's quiet for a while, aside from the repeated clacking produced when my paddle hits Joanna's. Since I'm in the back, and can see when she's about to stroke in front of me, our lack of coordination is, of course, my fault. (Few things test a relationship like the clacking of paddles.) We do eventually ease into a rhythm, which is soon disrupted when I smell something burning.

"That's just the barbecues over at that campground on the shore," J. says.

"Where?" I ask, squinting.

"Over there?" We're at least a mile from land, and I can smell the burgers charring as if they were right in front of me.

"We get that all the time out here. Smells travel farther over the water than they do on land. So do sounds."

We draw closer to Lone Rock Point, the ultimate destination of our two-mile journey, as the sun drops precipitously in the sky. We pass two beavers slapping their tails madly on the water. J. howls with laughter, saying he's never seen beavers on the lake before, which means that either they're very lost or very industrious. "Usually they stick to places they can dam up," he says.

Grandiose urban planning aside, you can't blame the beavers for being here, since the real show is about to begin. J. rests his paddle across the kayak, leans back, and suggests we do the same. And that's it. We sit for a good 20 minutes and just watch. The clouds shift, the heavenly light bounces off the water, my mind empties. No burgers are grilling now—it's only us and the sunset.

We don't wait for the sun to drop completely behind the Adirondacks, because we still have some distance to cover before dark. Once we reach the shore, Joanna and I head off to dinner, now famished, reflecting on our experience. To say that it was a "religious" one would be an exaggeration, Jesus rays or no, but it's about as close as I've ever gotten. Consider me converted.
BACK OF BEYOND EXPEDITION, 802/860-9500; sunset paddle $25 per person.

Church Street Marketplace
At the heart of Burlington's downtown, the Church Street Marketplace—a four-block-long brick-paved pedestrian mall—has a forget-your-troubles vibe. It's not without chain stores, but you somehow don't mind trying on Banana Republic chinos in the shadow of the Unitarian Church, a relic of 1816 New England that sits at the promenade's north end.

Let's say you got to the country store near your B&B just after it closed. Apple Mountain (30 Church St.; 802/658-6452) is a fine stand-in, then, with its spread of souvenirs, gifts, and specialty foods. The store also has a section dedicated to Vermont artist Woody Jackson, and even if you haven't heard of him, you've seen his work: the cows on the Ben & Jerry's cartons are his. In these parts, he's done for Holsteins what William Wegman did for weimaraners.

Local crafts are sold in numerous locations around town, but two of the best shops are right here. At Frog Hollow (85 Church St.; 802/863-6458), every item was either painted, sculpted, carved, or stitched by a Vermont artisan. Two doors down is Symmetree (89 Church St.; 802/658-1441), a good source for couches, tables, lamps, and clocks of any ilk.

The independent Crow Bookshop (14 Church St.; 802/862-0848) gets it right with creaky wooden floors and a wide selection of used books; nature lovers flock to the wall full of Peterson's Field Guides. Another good spot is North Country Books (2 Church St.; 802/862-6413)—it may look like an elementary school library, but its impressive collection of early-20th-century editions includes the complete works of Twain and Dickens.

To refuel, stop for a drink at the Liquid Energy Café (57 Church St.; 802/860-7666), a high-tech juice bar with lots of chrome, industrial metal floors, and free Internet connections. It offers more than 60 soups on a rotating basis (from chilled melon to Senegalese chicken-peanut).