With a population of close to 25,000, Kerrville is the largest town in the Hill Country. It's a popular retirement and tourist area without either the cowboy aura of Bandera or the quaintness of Fredericksburg, but it's on the way to many places in the Hill Country, including Fredericksburg and the upper Guadalupe River. Most of the available activities center on the river, parts of which are very scenic and lined with large cypress trees. The town was founded in the 1840s by Joshua Brown, from Gonzales, Texas, who was attracted to the region by these cypress trees, which he hoped to mill into roof shingles. (Before the arrival of industry, all Central Texas rivers were lined by cypress trees. The wood was in high demand because it resists rot.) Brown was a friend of Maj. James Kerr, who first established Gonzales, and was one of the founding fathers of Texas independence. (Kerr died in 1850 and never actually saw the town and county named after him.)

Beginning as a rough-and-tumble camp, Kerrville soon became a ranching center for longhorn cattle and, more unusually, for Angora goats, eventually turning out the most mohair in the United States. In the later part of the 19th century, one man, Capt. Charles A. Shreiner (1838-1927), built an empire based on commerce, ranching, and banking. His family is prominent and still active in the city's affairs, and you'll see the family name all around town. In the 1920s, Kerrville became noted for its healthful climate and began to draw youth camps, sanitariums, and retirees. The area surrounding the town has, in the last 20 years, seen a construction boom of weekend houses for people living as far away as Houston or Dallas. Kerrville has not been able to keep up with the increase in traffic created by these visitors, so traffic jams sometimes occur. Try to plan your trip such that you arrive in Kerrville during the week.

What to See & Do

You can stop at the Kerrville Visitors Center, 2108 Sidney Baker, Kerrville, TX 78028 (tel. 800/221-7958 or 830/792-3535; www.kerrvilletexascvb.com), for brochures and to get answers. It's open weekdays 8:30am to 5pm, Saturday 9am to 3pm, Sunday 10am to 3pm.

Tip: If you're planning to come to Kerrville around Memorial Day weekend, when the huge, 18-day Kerrville Folk Festival kicks off and the Official Texas State Arts and Crafts Fair is held, book far in advance. If you're not planning to attend, and you're in the Hill Country during these dates, give a wide berth to Kerrville or you'll get caught in the traffic.

The pleasantest part of the downtown area is that part around Earl Garrett and Water streets, where you'll find a variety of restaurants and shops, many selling antiques and/or country-cutesy knickknacks. You'll also find Capt. Charles Schreiner's impressive mansion, built of native stone by Alfred Giles. It's now home to the Hill Country Museum, 226 Earl Garrett St. (tel. 830/896-8633). At present the museum is closed for remodeling, but that's not much of a loss -- the collection of artifacts that it held, a collection of 19th-century furniture and clothing, was difficult to tie to early life in the Hill Country. On one side of the mansion is the original location of the Schreiner Mercantile Company, where Capt. Schreiner began making his fortune. On the opposite side of the mansion is the 1935 post office, now the Kerr Arts & Cultural Center, 228 Earl Garrett St. (tel. 830/895-2911; www.kacckerrville.com), which holds several galleries.

At the south end of town is the Museum of Western Art (formerly the Cowboy Artists of America Museum), 1550 Bandera Hwy. (tel. 830/896-2553; www.museumofwesternart.org). If you like modern Western art, from the mid-20th century to the present, then you'll like this museum. Open Tuesday to Saturday 10am to 4pm. Admission is $7 adults, $6 seniors, $5 children ages 9 to 17, free for 8 and under. Just outside of town is the Kerrville-Schreiner Park, 2385 Bandera Hwy. (tel. 830/257-5392; www.kerrville.org/index.asp?NID=318), a 500-acre green space with 7 miles of hiking trails, as well as swimming and boating on the Guadalupe River. Campsites and small cabins are available for guests. Call the number for more information or to make reservations.

Old England Finds the Old West -- Several attractions, some endearingly offbeat, plus beautiful vistas along the Guadalupe River, warrant a detour west of Kerrville. Drive 5 miles from the center of town on Hwy. 27 W. to reach tiny Ingram. Take Hwy. 39 W. to the second traffic light downtown. After about a quarter-mile, you'll see a sign for the Historic Old Ingram Loop, once a cowboy cattle driving route and now home to rows of antiques shops, crafts boutiques, and art galleries and studios.

Back on Hwy. 39, continue another few blocks to the Hill Country Arts Foundation (tel. 800/459-4223 or 830/367-5121; www.hcaf.com), a complex comprising two theaters, an art gallery, and studios where arts-and-crafts classes are held. Every summer since 1948, a series of musicals has been offered on the outdoor stage.

Continue 7 miles west on Hwy. 39 to the junction of FM 1340, where you'll find Hunt, which pretty much consists of a combination general store, bar, and restaurant that would look right at home in any Western. Surprise: There's a replica of Stonehenge sitting out in the middle of a field. It's not as large as the original, but this being Texas, it's not exactly diminutive, either. A couple of reproduction Easter Island heads fill out the ancient mystery sculpture group commissioned by Al Shepherd, a wealthy eccentric who died in the mid-1990s. The same road continues on, following the course of the upper Guadalupe and is one of the most pleasant drives in the state.

A Nearby Ranch -- You'll need a reservation to visit the Y.O. Ranch, 32 miles from Kerrville, off Hwy. 41, Mt. Home, TX 78058 (tel. 800/YO-RANCH [967-2624] or 830/640-3222; www.yoranch.com). Originally comprising 550,000 acres purchased by Charles Schreiner in 1880, the Y.O. Ranch is now a 40,000-acre working ranch known for its exotic wildlife (1 1/2- to 2-hr. tours cost $35 per person) and Texas longhorn cattle. A variety of overnight accommodations are available, too, but you should know that this ranch isn't the same as a guest ranch. Many of the activities here revolve around hunting, and there are fewer of the elements normally associated with guest ranches.

Where to Stay

The Y.O. Ranch Resort Hotel and Conference Center, 2033 Sidney Baker, Kerrville, TX 78028 (tel. 877/YO-RESORT [967-3767] or 830/257-4440; www.yoresort.com) -- not near the Y.O. Ranch , but in Kerrville itself -- offers large and attractive Western-style quarters. Its Branding Iron dining room features big steaks as well as Continental fare, and the gift shop has a terrific selection of creative Western-theme goods. Double rooms range from $79 to $129, depending on the season.

Inn of the Hills Resort, 1001 Junction Hwy., Kerrville, TX 78028 (tel. 800/292-5690 or 830/895-5000; www.innofthehills.com), looks like a motel from the outside, but it has the best facilities in town, including tennis courts, three swimming pools, a putting green, two restaurants, a popular pub, and free access to the excellent health club next door. Rates for double rooms range seasonally from $100 to $135.

The Sunset Inn and Studio, 124 Oehler Road St. (off FM 479), Mountain Home, TX 78058 (tel. 877/739-1214 or 830/866-3336; www.sunsetinn-studio.com), offers two rooms for guests with full breakfasts. The inn and artist studio are a mile off I-10, 3 miles east of "downtown" Mountain Home and 14 miles from Kerrville. This is a great place to relax. The property has longhorn cattle and miniature donkeys that the guests can feed and pet. At dusk, the owners offer a retreat time to sit out and enjoy the evening with some refreshments. Dinner can be had if you reserve ahead of time. Room rates are $130.

Where to Dine

Set in a restored 1915 depot with a lovely patio out back, Rails, 615 Schreiner (tel. 830/257-3877), is an attractive spot for lunch or dinner. The menu features fresh salads, Italian panini sandwiches, and a small selection of hearty entrees.

Francisco's, 201 Earl Garrett St. (tel. 830/257-2995), in the old Weston building at the corner of Earl Garret and Water streets, offers New American cooking with Mexican accents. It has attractive indoor and outdoor dining.

Taking Time Out for Comfort

The direct route from Kerrville to Fredericksburg (25 miles) is Hwy. 16 N., but by taking Hwy. 27 east you can pass through Comfort, a small German town. It has been said that the freethinking German immigrants who founded the town in 1852 were originally going to call it Gemütlichkeit -- a more difficult-to-pronounce native version of its current name -- when they arrived at this welcoming spot after an arduous journey from New Braunfels. The story is apocryphal, but it's an appealing explanation of the name, especially as no one is quite sure what the truth is.

The rough-hewn limestone buildings in the center of Comfort may contain the most complete 19th-century business district in Texas. Noted San Antonio architect Alfred Giles designed some of the offices. These days, most of these structures, and especially those on High Street, host high-quality (and high-priced) antiques shops. More than 30 dealers gather at the Comfort Antique Mall, 734 High St. (tel. 830/995-4678). The nearby complex of antiques shops known as Comfort Common, 717 High St. (tel. 830/995-3030; www.thecomfortcommon.com), also doubles as a bed-and-breakfast. If you're in town Thursday to Sunday from 11am to 3:30pm, combine shopping and noshing at Arlene's Café and Gift Shop, 426 Seventh St., just off High Street (tel. 830/995-3330). The tasty soups, sandwiches, and desserts are freshly made on the premises.

The Comfort Chamber of Commerce, on Seventh and High streets (tel. 830/995-3131), has very limited hours, but who knows -- you might be lucky enough to arrive when it's open. Alternatively, try the Ingenhuett Store, 830-834 High St. (tel. 830/995-2149), owned and operated by the same German-American family since 1867. Along with groceries, outdoor gear, and sundries, the store carries maps and other sources of tourist information.

Note: This information was accurate when it was published, but can change without notice. Please be sure to confirm all rates and details directly with the companies in question before planning your trip.