Beauty and the Brawn are back in town (the Patriots and the Boston Ballet, respectively), leaves are changing, there's energy in the air. Let's do Boston in October! First choose your bird-a Swan Boat in the Public Garden, or a Duck Tour through historic streets and into the Charles River. Then stroll the Freedom Trail and Beacon Hill for history, shop Newberry Street-but do check out what's new.

SEE: The city filled with venerable cultural institutions welcomes its newest-the waterfront Institute of Contemporary Art. It's 17,000 square feet of art with a performing arts theater and glass walls that face Boston Harbor-not to mention Wolfgang Puck's The Water Café, should all that art make you hungry. The John F. Kennedy Library Museum's John F. Kennedy and Ireland exhibition is a must-see, too. (www.bostonusa.com)

There are plenty of colorful leaves to peek at in town, but a short drive north along Routes 2 and 4 to Lexington and Concord will unleash your inner Thoreau amid fall colors

magically reflected in Walden Pond.

DINE: Check out Petit Robert Bistro (www.

petitrobertbistro.com) the culinary offspring of the venerable Maison Robert, run by Robert's son Jacky-fresh, fun and save room for Kristen Lawson's chocolate Eiffel Tower dessert. And LTK (www.ltkbarandkitchen.com), short for Legal Test Kitchen, is the cutting-edge brainchild of the Legal Sea Food empire. Menus on plasma screens, tableside iPod docks, WiFi-and the food is equally modern. The best lunch in town remains the Bristol Lounge (www.fourseasons.com) at the Four Seasons Hotel, overseen by executive chef David Blessing, who put the hotel's fancier Aujourd'hui on the map.

SHOP: Be still, your retail heart! Now Boston has a second, new and huge Filene's Basement, in the booming Back Bay, shopping's new hot stop nabe. (Filene's original downtown store, since 1908, continues to offer bargains galore for fashionistas.) Copley Place has unveiled a new 46,000-square-foot Barneys, plus new shops from Jimmy Choo, Elie Tahari and C.O. Bigelow. Ladies and gentlemen, start your wallets!

STAY: Two new hotels have history attached. Jurys Boston Hotel (350 Stuart St., [866] 534-6835, www.jurysdoyle.com) occupies the former Boston Police Headquarters, an architectural landmark from the 1920s. With 220 luxe rooms, it oozes modern charm with an Irish pedigree (the parent company is Ireland's largest hotel group). Kick back with Irish Bostonians here at Cuffs bar for flavor. Back Bay's Hotel 140 (140 Clarendon St., [617] 585-5600; www.hotel140.com) has transformed the 1929 Pioneer building (the first YWCA in America) into a sleek 40-room contemporary boutique hotel-with Boston's Lyric Stage just downstairs for theater buffs.

INSIDER TIP: Boston's North End, the oldest U.S. neighborhood, is a trip to Italy without a passport. Take the North End Market Tour (www.northendtours.com) to stroll through historic streets sampling, tasting and discovering one of the premier food neighborhoods in the country. Salute!

-Mary Alice Kellogg