CLEVELAND -- Walking the towpath of the 19th-century Ohio & Erie Canal, deep in the Cuyahoga River valley amid chirping birds, croaking frogs and the smell of honeysuckle, you could easily forget you're in Cleveland.
Just ignore the clanking freight trains overhead, the power transmission lines and the skyline in the distance. After all, this canal, nestled between steel and chemical plants, is part of Cleveland's history as an industrial powerhouse. But like many places connected to this Rust Belt city's past, it has been cleaned up and reborn.
Located within a day's drive of New York and Chicago, the attractions of revitalized Cleveland -- from clear waterways to the Rock and Roll Hall of Fame, from baseball games to dining in trendy neighborhoods -- make a perfect weekend getaway. You can even have dinner in a renovated warehouse overlooking the river that caught fire in 1969, an incident that made the city a laughingstock for a generation.
Yet a visitor's center in the canal park makes no apologies for Cleveland's sooty past. Industry and nature are described side by side, with displays on how the canals raised and lowered boats, the restoration of natural habitats and the workings of power lines.
Cleveland grew quickly during the Civil War and after, becoming an industrial center making steel, the original home of Standard Oil Co. and eventually a producer of electric equipment, paint, cars and airplane parts. By 1920, Cleveland was the nation's fifth-largest city and had the industrial pollution to match.
These days, Lake Erie is so clean you can see your toes in chest-deep water. Near downtown, Edgewater Park has a popular beach; city marinas offer boat and jet ski rentals and fishing charters.
One of the earliest revitalization efforts was in the Flats, named for land along the river near downtown. Factories gave way to brick-walled nightclubs and restaurants beginning in the late 1980s. Docking boats add an upscale touch in summer.
The Warehouse district -- with swanky restaurants and valet parking -- emerged as the classy alternative after three river drownings in 2000 gave the Flats an unruly image. The National Historic Landmark district has al fresco dining, jazz clubs and the clop-clop of horse carriages. Celebrity sightings at the Cleveland Chop House include Derek Jeter of the New York Yankees and actor Denzel Washington.
But blue-collar touches still exist, like sandwiches made from french fries and bread at Panini's. Use a fork for this baby.
In the Gateway district, home since 1994 to baseball's Indians and basketball's Cavaliers, sample the hometown favorite condiment, Stadium Mustard, and view the skyline from the upper deck of Jacobs Field. The views of outlying neighborhoods from the stadium concourses reinforce an axiom about Cleveland: Except for a compact downtown, the city grew outward, not upward like New York or Chicago.
Nearby, the trendy Alice Cooper'stown restaurant and Mr. Bill's old-fashioned bar are both within sight of center field. Outside, a trombone player performs "Take Me Out to the Ballgame" on his regular corner.
Theaters saved from the wrecking ball make Playhouse Square a gem from Cleveland's past. A million visitors a year take in concerts and Broadway shows here. Arrive early, sip champagne and gawk at the marble lobbies and gleaming chandeliers.
Tower City Center, long a railroad hub, is now a shopping and dining mecca with 120 stores and more than 30 restaurants. A free must-see: the water fountain show set to music in the grand atrium of the restored train station. If you eat at the food court, sit by the windows and watch the oversized ore carriers ply the winding Cuyahoga.
Take an elevator to the 42nd-floor observation deck in the Terminal Tower, Cleveland's trademark skyscraper, and get a 32-mile vista on a clear day, with views of Cleveland's many Heights-named suburbs.
Step inside the three-story main banking room of the Huntington Building, whose plain-wrapper facade doesn't hint at the Beaux Arts-style grandeur inside. When built in the 1920s, this was the second-largest office building in the world and the largest banking room.
Even people on cell phones seem to talk in hushed tones here beneath the barrel-vaulted ceiling and four murals with themes including justice and commerce.
Two blocks away, the renovated five-story Arcade offers more dining, shopping and people-watching. Popular eateries include Vivo, a trendy Italian spot, and 1890, with tables along the arcade balcony and bar stools looking out to the sidewalk.
A big Cleveland draw, the Rock and Roll Hall of Fame and Museum sits alongside Lake Erie in a modernistic glass pyramid building. Cleveland landed the rock hall with help of a ballot-stuffing radio contest and the city's role in coining the term rock 'n' roll, first used by disc jockey Alan Freed.
The city's other venerable music venue, Severance Hall, is vacated by the Cleveland Orchestra each summer in favor of the leafy Blossom Music Center 25 miles away near Akron.
The orchestra expands its reach at Blossom, with offerings ranging from Mahler's Symphony No. 7 and a night of Hollywood show tunes to a Bugs Bunny Broadway showcase. A dressed-down Blossom evening usually means sitting on a hillside blanket, eating wine and cheese, cheering the white-jacketed conductor Jahja Ling and awaiting the fireworks. At $18 and $19 for a lawn ticket, it's a less expensive way to see a world-class orchestra that gets raves on its European tours.
Back at University Circle, the Cleveland Museum of Art features Old Masters, American art and Oriental treasures, plus a display of knight's armor that will get the attention of any 10-year-old. And, except for special exhibits, it's free.
Nearby you'll find the Cleveland Botanical Garden, the Museum of Natural History, the Children's Museum and the Western Reserve Historical Society, which has more than 100 vintage cars and aircraft.
Two blocks away, on the campus of Case Western Reserve University, check out the Frank Gehry-designed business school, which looks like cascading silver ribbons.
The West Side Market, an indoor-outdoor marketplace, specializes in ethnic food, from Italian pastries and collard greens to Lithuanian sausage and stuffed grape leaves. Grandmothers on a budget rub elbows with yuppies looking for organic herbs.
Around the corner, try the Great Lakes brewery and size up the bullet holes supposedly made in the bar by G-man Eliot Ness, who ran the police department in Cleveland.
And around the region, the Inventors Hall of Fame in Akron, the amusement parks Cedar Point in Sandusky and Geauga Lake in Aurora, the Lake Erie wine country and Amish enclaves are all within one hour's drive.