A trip southeast through the ravine of Proctorsville Gulf to the riverside village of Bellows Falls could be a recommended activity if you have an unscheduled day (or rain strikes) while traveling the Ludlow area.

Bellows Falls has a rough-edged industrial charm, rather than picture-postcard beauty. Set in a deep valley at the edge of the Connecticut River, the town went through several booms, each time riding the wave of a new technology. America's first canal was constructed here in 1802, offering a way for boats carrying freight to bypass the tumultuous town falls, which are still dramatic each spring. After the trains eclipsed the canal, Bellows Falls became a junction of three railroad lines in the 19th century, providing a fresh infusion of cash. Advances in paper, farm machinery manufacturing, and hydroelectric power also led to a rise in the town's economic fortunes -- a wave that crested and broke, leaving the mills (and locals) high and dry once again.

Today, Bellows Falls offers a glimpse of these earlier times through the town's varied architecture -- and, surprisingly, it's also beginning to lure artists and musicians attracted who come for the affordable local real estate. The compact downtown is mostly of Victorian brick, watched over by the town hall's crenellated clock tower -- on a foggy day (or without your glasses), it looks as if it could be perched above a square in Venice. The handsome commercial architecture downtown attests to the town's previous affluence, such as the Romanesque post office near the former canal site. An uncommonly well-written brochure guides visitors on a walking tour of Bellows Falls, offering a quick tour of the centuries, from the remains of the early canal to examples of Craftsman-style homes dating from the 1920s.

The brochure is available at the Great Falls Regional Chamber of Commerce, 17 Depot St., Bellows Falls, VT 05101 (tel. 802/463-4280; www.gfrcc.org). Also be sure to stop by the visitor center at the hydroelectric dam in town for a tour of the clever fish ladder with its canal-like locks; this device enabled the reintroduction of salmon to the upper Connecticut River when it opened in 1982.

Hungry? Swing by the classic Miss Bellows Falls Diner (tel. 802/463-9800), at the northern edge of downtown at 90 Rockingham St. This 1920s-vintage Worcester dining car has been a town fixture since 1942, when it was towed here from Massachusetts. Today, it's a nationally registered historic property featuring the original marble countertop, good home cooking, and old-timey music. It's now owned by Larry McElreavy, who coached the Columbia University football team during its (at the time record-setting) 44-consecutive-loss streak in the 1980s. He's probably a lot happier doing this. Watch for the Friday-night fish fries and homemade pies.

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.