DETAILS

Louisville

GETTING THERE: Numerous airlines, including ATA and American, offer connecting and nonstop flights from Washington area airports to Louisville International. Round-trip flights start at about $200, with restrictions.

WHERE TO STAY: I opted for the new 21c Museum Hotel (700 W. Main St., 877-217-6400, http://www.21chotel.com/ ; doubles from $139 a night). The rooms -- equipped with iPods, modern art and other hip extras -- have an industrial-chic look, and the lobby is home to a trendy art gallery.

For a hotel oozing with tradition, head to the Seelbach Hilton (500 Fourth Ave., 800-445-8667, http://www.hilton.com/ ; from about $130). With its posh lobby and recently restored Old Seelbach Bar, it's no surprise that Al Capone, F. Scott Fitzgerald and nine U.S. presidents have been guests here. The downtown location is central to most attractions.

The spacious rooms and free breakfast make the Best Western Brownsboro Inn (4805 Brownsboro Rd., 800-428-2627, http://www.bestwestern.com/ ; from $69) a budget traveler's boon. It's almost seven miles from downtown, however, so you'll need a car.

WHERE TO EAT: Jack Fry's (1007 Bardstown Rd., 502-452-9244) has superbly executed American cuisine, ranging from the succulent Jack's burger to the rich lobster campanelle. The shrimp and grits beat out all the competition in town. With a blaring piano and a fun-loving crowd, it can sometimes get loud, but that's a small downside to this otherwise classy place. Entrees average around $27.

Locals throng to Lynn's Paradise Cafe (984 Barret Ave., 502-583-3447) for its fun, kitschy vibe and hefty portions of mac and cheese, fried chicken and other comfort food. It's a treat for lunch and dinner, but is especially known for its hearty breakfasts, which average around $10 a person.

Proof on Main (702 W. Main St., 502-217-6360) has fine art on the walls and great service, but the consistently excellent menu is the real draw. The bison and bass, both raised locally, were particularly tasty. Entrees average $25.

WHAT TO DO:

· The Muhammad Ali Center (144 N. Sixth St., 502-584-9254, http://www.alicenter.org/ ) is a multimedia salute to the prizefighter. Admission is $9.

· Horse-racing fans will want to spend at least half a day at Churchill Downs (502-636-4400, http://www.churchilldowns.com/ ; $2). Racing is held late April to July 4 and during November. Otherwise, it's open for simulcasts from other cities. The separate, nonprofit Kentucky Derby Museum (704 Central Ave., 502-637-7097, http://www.derbymuseum.org/ ; $9) is next door; its Backside Track Tours run an extra $6.

· See how bats are made at the Louisville Slugger Museum & Factory (800 W. Main St., 877-775-8443, http://www.sluggermuseum.org/ ; $9).

· For a close-up look at bourbon-making, visit the Maker's Mark Distillery (3350 Burks Spring Rd., Loretto, 270-865-2099, http://www.makersmark.com/ ) or one of the other distilleries outside of Louisville. Maker's Mark is about 90 minutes south of downtown; the free 45-minute tours are conducted year-round. For other distilleries, contact the Kentucky Distillers' Association, 859-336-9612, http://www.kybourbon.com/ .

INFORMATION: Greater Louisville Convention & Visitors Bureau, 800-626-5646, http://www.gotolouisville.com/ .

-- Gary Lee