Our small group gathered quietly, almost reverentially, on a windswept hillside. We had been granted an audience -- or so it seemed, anyway -- with an Awesome Being.

Not a monarch, mind you, or a pope or a president. But a horse.

Perhaps the most valuable horse in the world: thoroughbred Seattle Slew, the winner of racing's Triple Crown in 1977 and currently the prized and pampered resident of Spendthrift Farm in the famous bluegrass country surrounding historic Lexington, Ky.

They take their horses seriously here, and a tourist seeing the sights, among them Seattle Slew, can't help but get caught up in the ritual and romance of breeding, training and racing these fine animals.

"Ahhh," sighed the group, as the splendid dark-brown stallion was led across his private paddock to the two dozen appreciative fans watching from the other side of a white plank fence. He strode the lush carpet of emerald-green grass with absolute dignity, strong muscles rippling with every step.

"Ahhh," repeated the group, when their escort, a young Scottish groom, revealed that Seattle Slew, father of Swale, ill-fated winner of last year's Kentucky Derby, is valued today at $140 million.

After a moment's pause, the groom explained that dizzying figure. Seattle Slew, an 11-year-old retired from racing, is kept at stud at Spendthrift, a duty he performs on an average of 40 to 50 times a year. His fee for each performance, said the groom, is a hefty $750,000. "Ahhh," came the chorus again..

On this note, Seattle Slew, head raised and tail flying, galloped away to a far corner of the paddock, perhaps to contemplate, as we certainly did, the pleasures of his privileged life.

On the eve of the Kentucky Derby, to be run next Saturday in nearby Louisville, the folks in Lexington talk about little else.

Although the site of this renowned thoroughbred race, the first jewel in the Triple Crown, is Louisville, the real heart of the Kentucky horse country is Lexington, located in the center of the four-county Bluegrass Region. Within the region, there are more than 400 horse farms, raising not only thoroughbreds but champion harness racers, American saddle horses, Arabians and others.

Some of the world's major horse sales -- tens of millions of dollars' worth -- take place in the city annually; and its thoroughbred race track, Keeneland, and its harness track, the Red Mile, are considered classics in the sport, offering acclaimed spring and fall racing seasons.

At Keeneland, where tradition is important, no loudspeaker announces the progress of races because that, as an official puts it, "detracts from the beauty" of the event. Nevertheless, the fashionably dressed crowd shouts a noisy "They're off!" when the horses break from the starting gate.

The state's fabled bluegrass fields were significant in the development of the horse industry. Experts say that deposits of limestone, lying close to the surface under the rolling pastures, provide the minerals that build the strong bones characterizing Lexington's winning horses. Even England's Queen Elizabeth II, a noted horse fancier who visited Lexington last year, has shipped her mares to Kentucky to be mated by bluegrass stallions.

The grass, to be exact, is not really blue, although that's how frontiersman Daniel Boone described it when he crossed the Appalachian Mountains into Kentucky in the 18th century. It is, however, a magnificent deep green, stretching like a beautifully manicured lawn for miles over central Kentucky's gentle hills.

Locals, however, will tell you that when the grass is allowed to grow and go to seed (which is rarely), it does take on a definite bluish-gray tint. That is, if the sun is out and if a breeze is rippling the blades. The best chance of seeing the blue in bluegrass, they say, is in May.

The countryside, especially to the northeast of Lexington just a few minutes from downtown, is gorgeous. Drive out tree-shaded Paris Road, a narrow highway lined with stone walls from an earlier century, and you will pass one farm after another. There's Gainesway Farm, owned by the pet-food family; the C.V. Whitney Farm, home of Regret, the first filly to win the Kentucky Derby; and the nearly century-old Elmendorf Farm, established with a western mining fortune.

Long driveways lead across green fields to well-kept mansions peeking from behind groves of flowering trees. Superb horses graze wherever the eye looks. In the spring, foals -- maybe future Derby champs -- scamper in every direction. It's a picture-perfect realm, if you don't get a whiff of the muck shoveled out of the barns.

Once the pastures and paddocks were enclosed by miles of gleaming white oak-plank fences (four planks high), a horse-country tradition. The fences are still there, but most of them are no longer white. Instead, they have been treated with black creosote -- a matter of economics. Each mile of fence costs about $14,000 to install, and the white paint adds another $4,500 per mile. Creosote, on the other hand, costs only $1,000 per mile extra, and it's more practical because the fences last longer.

One place that hasn't switched to creosote yet is Calumet, one of the winningest thoroughbred farms in the Bluegrass, home to such past notables as Whirlaway, the 1941 Triple Crown winner, and Citation, who matched the feat in 1948. If you fly into Lexington, Calumet is the first farm you see, just across the road from the entrance to Bluegrass Airport.

A winning horse can mean the founding of a family fortune, and Kentucky doesn't forget its champion racers. More than anywhere else, visitors will see equine statues, the horses honored for themselves without the customary war heroes atop their backs.

The most majestic is the memorial to Man o' War, one of the greatest of Kentucky's thoroughbreds, who died in 1947. He won 20 of his 21 races, and eventually ran out of contestants willing to make a challenge. The stallion's life-size statue rises above his grave at the Kentucky Horse Park, a state park and museum outside Lexington catering to Kentucky's love affair with horses. The monument's landscaped setting beside a small pond puts many presidential burial sites to shame.

Well, in Bluegrass Country that seems entirely appropriate.

But Lexington isn't all horses. Nor all basketball either, as some sports fans might think after last month's NCAA championships, in which Georgetown University narrowly lost to Villanova in a series that focused national attention on the city.

Lexington once was one of the preeminent cities beyond the Appalachians, a booming frontier market town on the road west that by 1800 boasted a developing university. For a while it was the largest and most important community in Kentucky, attracting an educated and prosperous citizenry, some of whom became national leaders.

Early in the 19th century, the city sent to Washington as representative and senator Henry Clay, a Lexington lawyer who became speaker of the House, secretary of state and three-time candidate for president. His palatial home, Ashland, sits in a large park on the edge of Lexington and is open to visitors.

Clay was followed to Washington by John C. Breckinridge of Lexington, who was elected vice president under James Buchanan. When the Civil War erupted, Breckinridge switched to the Confederacy, first as a successful general and later secretary of war in the cabinet of Jefferson Davis, who himself had attended college in Lexington.

And fast upon Breckinridge's heels arrived First Lady Mary Todd Lincoln, who spent her childhood in Lexington. It was from her home, still standing at 567 Main St. in the shadow of Lexington's huge basketball arena, that she traveled to Springfield, Ill., to visit a sister. While there, she met her future husband at a party.

City historians suggest that Lincoln, during his visits to the Todd family in Lexington, could not have missed seeing the horrors of the slave market close by; and that, perhaps, may have been an influence that helped guide him years later during his presidency to issue the Emancipation Proclamation. Mary Todd Lincoln's home, a substantial brick structure, has been preserved and dedicated to the former first lady.

In Gore Vidal's wonderful novel "Lincoln," a funny scene unfolds in the White House the day after the first inaugural, when Mary Todd Lincoln and her relatives are having morning tea. Lexington, as the passage aptly illustrates, had quickly outgrown its frontier origins.

Writes Vidal:

"Meanwhile, the behavior of the Washington ladies was meticulously discussed by the Springfield-Lexington contingent. 'They seem to think,' said one of the nieces, 'that we are log-cabin women, never before out of the woods.' "

To which Mary Todd Lincoln, an unusually well-educated women for her times, responds:

"Anyway, the local ladies hereabouts strike me as provincial in a way that Springfield and certainly Lexington ladies are not. If nothing else, we have better manners . . . "

Indeed. For a time in the early 19th century, Lexington was called the "Athens of the West" because of the vibrancy of its cultural life.

Lexington was given its name in June 1775, two months after the famous Revolutionary War battle in Lexington, Mass., by a band of explorers and hunters who found the lush, fertile countryside ripe for investment. Within a quarter of a century, the new Lexington had sprouted into a thriving metropolis, enjoying a brisk trade on the overland route west.

Settled in part by Virginians with a passion for horses -- Henry Clay arrived from Virginia -- the community embarked early on its linked destiny with thoroughbreds. Before 1800, it already had a reputation for breeding fine horses. In the beginning, the races were held on Main Street. They quickly proved popular, and Kentucky's first official racing path was marked out in Lexington in 1780.

Lexington might have become one of the nation's great cities, except for a significant drawback: The founders had failed to locate it on a navigable river. When steamboats from the Mississippi started arriving at the Ohio River ports of Louisville (65 miles to the west) and Cincinnati (70 miles north) in the 1830s, these rival communities began to overtake Lexington in economic importance. And Frankfort, a half hour away by car today, captured the state capitol.

Still, blessed by its agricultural bounty, Lexington continued to grow, although more slowly. Wealthy Southern plantation families summered in the Lexington area to escape the heat of the Deep South. They brought with them a taste for big homes and fancy parties, represented today by the bustling social life during the racing season.

Today, Lexington, with a population of about 207,000, is a mix of the old and new. Charming neighborhoods from the past remain little changed, particularly around elegant old Gratz Park, where Henry Clay's 1803 law office still stands on Mill Street. New skyscraper hotels and office buildings reflect the post-World War II influx of light industry -- including a huge IBM electric typewriter plant -- lured by the pleasant climate and especially the lovely surroundings.

After a walk around Gratz Park, and a tour of the city's historic homes, it is this bluegrass countryside that beckons.

A visit to Lexington really is a pilgrimage to the horse and its bond with mankind. So what is the best way to see horse country?

Optimally, a trip should be timed during either a thoroughbred or harness-racing season. Or at least during one of the major horse shows, steeplechase events or big sales. (Because the sales are big business, tourists aren't really invited, but horse fanciers who apply in advance usually will be admitted.)

But even when no events are scheduled, there is plenty to do and plenty to see.

Training goes on most of the year at both Keeneland and the Red Mile race tracks, and visitors are welcome to watch at no charge. The only catch is that all the activity takes place in early morning, so you have to be up at daybreak, especially to see the thoroughbreds.

Several Lexington excursion companies -- among them, Blue Grass Tours of Lexington and Kentucky Equine Tour Service -- offer guided tours of the Bluegrass Region, and they usually have permission to drive onto one or two farms for a closer look. This is a good way to get an overview of Lexington and the countryside before embarking on an independent exploration.

Once many of the horse farms were open to tourists, but that no longer is true because the crowds became too much of a problem. Now only Spendthrift Farm, one of Lexington's largest, regularly welcomes tourists, but only on a very limited basis. It is wise to make reservations well in advance because the farm turns away an overflow.

Spendthrift, founded in 1936 by Leslie Combs II, boasts a proud Bluegrass heritage. Combs is the great-grandson of Gen. Leslie Combs, law partner of Henry Clay. The tour office of his 2,600-acre farm, now managed by his son Brownell and his grandsons, lies just north of town on Paris Road. It is a not-to-be-missed first stop on a horse-country visit. About 44 stallions and 350 to 400 mares are kept on the farm.

A tour begins with a brief slide show, "To Race the Wind," in Spendthrift's plush sales auditorium. It is an informative introduction to the spirit of horse racing, "the largest spectator sport in the world." Afterward, visitors are loaded aboard two vans for a short drive to the training track, where a number of possible champions usually can be seen exercising. A guide explains the rather precise training ritual.

The final stop, a couple of miles distant on Ironworks Pike, is Spendthrift's breeding barn, and the paddock of Seattle Slew and his neighbor, Affirmed, the beautiful chestnut stallion who took the Triple Crown a year after him in 1978. Affirmed, now 10 years old, is valued at $20 million, and his stud fee is $150,000. Admittance to their presence is through an iron gate, opened by armed guards. Seattle Slew, tucked into his stall at night, has his own all-night body guard.

Afterward, impressed by this glimpse of equine royalty in spite of yourself, you will want to wander some of the quiet back roads around Lexington to enjoy the scenery and a landscape filled with horses. Good maps sold in Lexington show where clusters of farms can be found.

Now you are ready for an afternoon at the Kentucky Horse Park on Ironworks Pike, only a couple of miles west of Spendthrift. It is an amazing place, a 1,000-acre, one-of-a-kind re-creation of a working Kentucky horse farm that in appearance is as splendid as any of them. England's Prince Philip attended the opening ceremonies in 1978.

Some 200 horses are kept on the farm, among them more than 30 breeds, believed to be the largest collection of breeds anywhere. A highlight is the two- or three-times daily "Parade of Breeds," when many of these horses are put through their paces in a show ring at the "Breeds Barn." You are likely to see a thoroughbred, a Shetland pony, the popular Clydesdale (a worker, not a racer) and maybe the rare American Bashair Curly, a beautiful saddle horse once prized by western Indians.

The park's International Museum of the Horse, the world's most extensive horse museum, traces the history of the horse from prehistoric times to the present; one exhibit includes the huge 545-piece trophy collection of Calumet Farm. Nearby, at the harness and blacksmith shops that service the park, visitors can see crafts workers mending a saddle or shoeing horses, including those ridden by Lexington's mounted police patrol.

But on this farm, you can do more than just watch. Horses are available for trail rides, and visitors can climb into a horse-drawn carriage for an old-fashioned ride around the park. It's a fitting way to end a visit to bluegrass country.