>>One of the world's top creative cities, with a thriving music scene, 20 museums, and resident opera, ballet, symphony and theater companies, Austin is that rare place where both boots and Manolo Blahniks make the scene. Culturally diverse, Texas' state capital is rich in history, architecture as well as a "Y'all just enjoy yourselves, hear?" feel . with a hip twist (www.austintexas.org).

SEE: Blanton Museum of Art (www.blantonmuseum.org) is the largest university museum in the country-with 17,000 works, including paintings by the Old Masters as well as modern and contemporary American and Latin American art-in a new two-building complex. And do take walking tours through the city's historic architecture and buildings in the Bremond Block Historic District, with stately Victorian homes, and the contemporary and ornate 19th-century buildings of the National Register Districts. Must-do: a visit to a taping of PBS's Austin City Limits show will put you in touch with a diversity of music for toe-tapping memories.

DINE: Southwestern sushi? Chef Tyson Cole has put a distinctive local spin on this staple at Uchi (www.uchiaustin.com). For high-end kitsch, think lots of Texas memorabilia and local art, but serious good eatin': Ranch 616 (http://ranch616.citysearch.com) combines sophisticated gourmet cuisine (chef Kevin Williamson's fried oysters are a must) and a fun atmosphere. Texas home-gal Sandra Bullock owns and operates Bess Bistro on Pecan (www.bessbistro.com), combining Southern and French cuisine in a historic downtown building.

SHOP: Get thee to SoCo for swanky gifts, Mexican folk art, vintage and antiques boutiques and a hot club/coffee bar/wine bar scene. The 2nd Street District is a new pedestrian center near City Hall; check out Estilo and Cowboy Cool for high fashion, and particularly the many small local boutiques sprinkled among national names.

STAY: Austin's hippest boutique hotel, Hotel San José, (www.sanjosehotel.com) is in the heart of Austin's happening South Congress (SoCo, for short) neighborhood, with its plethora of coffee bars, live-music venues and shops. The lobby bar is a favorite of locals and celebs alike. The Miller-Crockett House (www.millercrockett.com) is a secret gem, with three rooms in a historic 1888 house and three cozy cottages-the perfect place to stay for that elegant, yet laid-back Austin vibe with an eclectic décor punch.

INSIDER TIP: Want to get a real handle on Austin's abundant, vibrant music scene? Adeo Tours (available at Austin's Visitor Center) offers a unique way to get in the groove: $15 bucks gets you an iPod for 24 hours, loaded with music and local insider info by local artists. Take the audio tour at your own pace to Sixth Street, the Red River District and more, discover which sounds come from which club, where the best happy hours can be found, and open yourself to new sounds, courtesy of Austin's best.

-Mary Alice Kellogg