Hood River, Oregon

A dusty three-hour drive southeast of El Paso, Marfa couldn't be more off the map--except to the art world. For years now, artists and writers have been making the pilgrimage to the Chinati Foundation, a museum founded by artist Donald Judd and dedicated to the preservation of minimalist art. Two artillery sheds house Judd's giant, block-like aluminum sculptures; also on the grounds are works by Dan Flavin and Claes Oldenburg plus several other artists (Guided tour $25, self guided walking tour $15, reservations required). A new generation of artists/entrepreneurs have followed in Judd's footsteps. "The vast emptiness is relaxing, and the sunlight is amazing, even in winter," explains Saarin Keck a former artist and graduate of Rhode Island School of Design and now co-owner of the Pizza Foundation. Pizza Foundation is known for their 18in pizzas that are well worth the wait. But to avoid the wait - plan ahead and schedule a time to pick up your pizza. Virginia Lebermann and Fairfax Dorn, native Texans who were involved in the New York City art world, moved to Marfa in 2003. Their venue, Ballroom Marfa, doubles as a multipurpose art and performance space. (Admission is free but reservations are encouraged) photo courtesy of El Cosmico website There are several hotels, vacation rentals and campgrounds in Marfa . The Thunderbird is a 2005 reinvention of an old horseshoe-shaped roadside motel. The renovation transformed the structure into a model of modern design while maintaining the original hotel’s bygone feeling. If you are up for getting away from the hotel scene and looking for something unique try El Cosmico where you can stay in a trailer, yurts, safari tents or a cosmic kasita. For more information on places to stay and things to do visit the Marfa visitor's site.

In 1986, a stretch of the Katy Railroad was shut down, and Rocheport appeared to be doomed. But 10 years later, the Katy was reincarnated as the longest rails-to-trails conversion in the U.S.A. Each year, 350,000 hikers and bikers pass through Rocheport--in central Missouri, just west of Columbia--on the 225-mile, crushed-limestone path. Several new businesses have popped up to cater to them, including the four-room Amber House Bed & Breakfast, a Queen Anne replica. The B&B is owned by Mary Schlueter, a chef who moved from Phoenix a year ago (705 Third St., 573/698-2028, amberhousebb.com, from $135). Unlike many nearby towns, Rocheport's restaurants skew more toward haute cuisine than to meat and potatoes: Abigail's, for one, serves sumac-rubbed veal chops (206 Central St., 573/698-3000, veal chops $18). Les Bourgeois Bistro's signature dish is smoked duck breast (12847 W. Hwy. BB, 573/698-2300, duck breast $18). Les Bourgeois is also a family-run winery, where a patio looks out on the beautiful Missouri River. As much as Rocheport's new residents are investing in its future, they don't want to change certain things--the ash trees, the 19th-century houses, the chickens that literally cross the road. "My life is about as perfect as life can be," says Linda Johnson, owner of Shabby Tabby Antiques & Gifts (505 Second St., 573/698-2109). "It's like going on vacation every time you come home."

Great Barrington looks like the small town of Norman Rockwell's dreams--especially on Saturday mornings in summer, when folks turn out to watch free outdoor kids' concerts that take place in a gazebo. In the southwest corner of the state, Great Barrington is the kind of comfortably supportive place that inspires locals to try new things. Last summer, native Daniel Mazursky pushed himself out of his comfort zone to open the SoCo Creamery, a gourmet ice cream shop that now has a second location in Lenox and supplies restaurants across the region (5 Railroad St., 413/528-9420, single cone $3). Michigan native Matthew Rubiner, meanwhile, was a researcher at M.I.T. before learning how to be a cheesemonger. His eponymous shop is in an 1869 building that used to be a bank; Rubiner recently finished converting the old vault into a cheese-ripening room (264 Main St., 413/528-0488). Creative reuse is common: In 2004, artist Marilyn Kalish transformed the vault of the former Mahaiwe Bank into an exhibition space for the Vault Gallery (322 Main St., 413/644-0221), and Jane and Sam Kasten established SKH Gallery in what used to be Great Barrington's train station (46 Castle St., 413/528-3300). Perhaps the best example of residents' can-do attitude is the River Walk. Since 1988, more than 2,000 volunteers have cleared 375 tons of debris from the banks of the Housatonic River, which runs through town. In 1992, the first section of trail was unveiled--all 136 feet of it. The Walk now covers about half a mile, and it's growing. Rachel Fletcher, the founder of the project, came to Great Barrington in 1981 and never left. "The spirit of community kept me here," she says. "You can really get involved without having to write a check. Everyone here--from old-timers to new arrivals--really takes care of the town."

Hudson has come a long way in the last 200 years. The 19th century saw it go from thriving port to mob-run den of mayhem. Drawn in part by the colonial architecture that somehow survived the town's ups and downs, Manhattan designers rediscovered Hudson in the early 1990s as an antiquers' paradise. Today, it's entering its third act. A new community of urbanites is making the two-hour trip up from New York City, downsizing, and living out their low-key fantasies. Take Leong Ong, a fashion designer whose women's clothing is sold at Barneys, Henry Lehr, and Fred Segal; two years ago, he chose Hudson for his only stand-alone store (409 Warren St., 845/687-7516). "It's eclectic, with lots of artists and writers," explains Michael Albin, a former English professor who moved here in 2004 with his wife, Marianne Courville, and their daughter, Beatrix. The erstwhile Brooklynites filled a niche with their shop, Hudson Wine Merchants. A corner is cordoned off as a play area for Beatrix; the family lives on the second floor; and the top floor houses a photography gallery that's curated by Courville (3411D2 Warren St., 518/828-6411). Jeff Gimmel and his wife, Nina Bachinsky Gimmel, also decamped from New York. "We were burnt out on the city," explains Jeff, who had been executive chef at power-lunch spot Michael's; Nina worked in the pastry kitchens at Union Square Café and Le Bernardin. In 2004, the couple started their own business: Swoon Kitchenbar, which features food from local farms and flowers picked by Nina's mom (340 Warren St., 518/822-8938, butternut squash risotto $18). "Five minutes away, you're in farmland," Jeff says. "Yet in town, it feels like lower Manhattan--you can see art, get a nice bottle of wine, and still do Pilates." Kelley Drahushuk is a native Hudsonite who left and moved back. Last summer, she and her husband, Alan Coon, opened The Spotty Dog Books & Ale in a former firehouse. Browsers linger over glasses of wine and pints of Evans' Ale, which is brewed by Drahushuk's uncle, at a bar made from wood that used be a lane in a bowling alley (440 Warren St., 518/671-6006). Drahushuk never imagined she'd return. "There was no café!" she says. "There was no cute lunch spot!" But she couldn't resist the eternal lure of cheap real estate: "I've always wanted to have a little store of my own, and we could do that here."