Middlebury: 35 miles S of Burlington; 85 miles N of Bennington; 65 miles NW of White River Junction

Middlebury is a gracious college town amid rolling hills and empty, pastoral countryside, its town center idyllic in a New-England-as-envisioned-by-Hollywood kind of way. For many travelers, it provides the perfect combination of small-town charm, access to the outdoors (the Adirondacks and Green Mountains are both close at hand), and a dash of sophistication. The influence of college students and out-of-staters has resulted in a natural foods store, ethnic restaurants, and more arts, crafts, and books than you would expect to find in a place several times its size.

The town centers on an irregular sloping green topped by the commanding Middlebury Inn, surrounded by quaint shops, and focused around a handsome chapel; the whole tableaux is lorded over by the fine, white-steepled Congregational Church, built between 1806 and 1809. Otter Creek tumbles dramatically through the middle of town as a steep waterfall, and the central area is flanked by a historic district with vestiges of former industry (including a former marble works). In fact, Middlebury has some 300 structures listed on the National Register of Historic Places; about the only disruption to all this perfection is the noise of trucks downshifting as they drive the main routes through town.

Middlebury College, within walking distance at the southern edge of the downtown, doesn't dominate the village so much as coexist nicely alongside it. The college has a sterling reputation for its liberal-arts courses, and may be best known for intensive summer language programs. (Don't be surprised if you hear folks gabbing uncertainly in exotic tongues while walking through town in summer; students commit to total immersion, taking a "Language Pledge" that prohibits the use of English while they're enrolled in the program.) Middlebury is also home to several good inns. Just keep both eyes on the road when driving around town: There are plenty of pedestrians here, and some rather strange traffic patterns circling the green. Do your sightseeing outside the car; you'll need to be on your toes behind the wheel.