BEFORE THERE WERE the 1969 festival-of-love hippies for which Woodstock is famous, there were lesser known turn-of-the-century bohemians, actors, dancers, and painters, "queers" of their time who flocked to the area and created art-making institutions like the Maverick Colony and tested utopian ways of living at Byrdcliffe. Now mostly a summer music venue, the Maverick Colony and the quiet arts colony of Byrdcliffe, just north of town, represent a long-standing tradition of the community's respect for liberal-minded thinkers and society's "others". Rather than fly rainbow flags from their shop windows, Woodstock is an implicitly progressive place in which artists, dreamers, slackers, and former city slickers tired of the grind have created a cultural climate that's decidedly queer friendly.

Just west of the Hudson River in the foothills of the Catskill Mountains, Woodstock is truly a serene retreat, and can be explored in day or over a weekend. Since it's just a little over two hours north of New York by car, the town bustles with weekenders and second-home owners who clog the town's tiny thoroughfare, cutely called Tinker Street. Why they come is the same reason you and your lady should go-the mountain air smells markedly different, there's little in the way of that interpersonal attitude we deal with on the subway or street, and the absence of car alarms going off is truly transportative.

Like D.C.'s cherry blossoms, the sight of the turning fall leaves, especially for the frenetic, jaded, and overworked city girl-is impetuous for a trip alone. There's a gay bar about 20 miles south of town, the lackluster club Primetime, on Route 9W, but nightlife's not the reason you visit. Instead, tap into your rugged inner R.E.I. or Sporty Spice personality, put away your list of urban must-dos, and let nature move you. Woodstock might just be the antioxidant your busy (and your love) needs.

To get the local scoop, maps and assistance with last-minute lodging, pay a visit to the charming Jean Lasher Gaede, who runs the Woodstock Information Center (Rock City Road and Tinker Street, 845-679-6234; www.woodstock-online.com). Find her little building just north of the Village Green, where skater kids, hippies with drums, and protesters gather, and she'll point you toward gay-friendly inns with vacancies and nearby restaurants.

Explore the area's main attraction-the outdoors! Take local mountain hikes (like one that heads up Rock City Road and 2 miles up Overlook Mountain), or local scenic drives. You can also get back to nature by fruit picking at Greig Farm (Red Hook, 845-758-5762) or another of the picking orchards across the Hudson, a 20-minute drive away. The admission is surprisingly affordable (especially if you've ventured to Westchester for the experience and have forked over $20 for the privilege of picking your own) and pies made later at home make the best souvenir. Between Memorial Day and October, you should make a point of visiting what is possibly the area's most compelling man-made structure, the environmental sculpture of artist Henry Fite, Opus 40 (845-246-3400). Named for the years it took Fite to complete, his masterpiece resembles a subterranean labyrinth, with bluestone Trenches just below the ground level, which are walkable. Some become pools, some have small bridges. It's really a magical place to visit.

Speaking of magic, a proliferation of legends, superstition and folklore have long circulated in the area (take Washington Irving's early 19th-century The Legend of Sleepy Hollow as an example), making Halloween a bewitching time to visit Woodstock. If you're the kind of woman insulted by The three sexed-up witches on Charmed, and want some real Wicca action,

Woodstock has a Wise Woman Center (845-246-8081, susunweed.com) and a women's-only Moon Lodge on Friday, October 11 and November 1, plus spiritual and healing workshops year round led by Susun Weed, a Wicca high priestess and author of several well-known books on herbal medicine Call for details and accommodation information.

If, however, there's little relationship between your personal spirituality and Halloween, get into the spirit on a Headless Horseman haunted hayride (845-339-BOOO, headlesshorseman.com), just south of Woodstock, on Route 9W You and your sweetie can take turns comforting each other as your tractor-driving "ghoul" hauls you (and a squadron of teenagers) through a farm that's been elaborately adapted for a serious Halloween fright fest. During the half-hour ride, the landscape comes alive, leading up to a face-to-face encounter with the Headless Horseman himself, whose bridled quarter horse alone scared the living daylights out of me, even though I knew what to expect. Believe me when I say, this is no Coney Island ride. Too chicken to play Willow and Tara? Just hang around town for the Woodstock Halloween Parade (914-679-3771), an annual festivity which is both cute and quietly revered as yet another expression of the local counter-culture.

Of the oodles of good places to eat in the area, one of the best is Home (Zena and Sawkill Roads, call for directions, 845-679-5995), in a stunning pre-Revolutionary stone farmhouse just southeast of the main drag. The menu runs from a house-smoked brisket and shrimp tacos with hand-pressed tortillas to well crafted specials involving fresh fish and meats. Whereas some of the other places in town might be a little loud or family focused, the hip young staff will make you feel right at home. The spicy fare at New World Home Cooking (Bt. 212, 3.5 miles east of town, Saugerties, 845-246-0900) is definitely worth trying, although the setting is a little generic for the interesting menu (which also caters to vegans). The creative dishes from spicy Cajun and seafood dishes to Japanese-inspired fish dishes as global as possible within the parameters New American cuisine.

On Route 212's west end is the festive Gypsy Woof Cantina, with tasty Mexican food it gets special props for its chunky salsa and margaritas. The darkened yet lively setting tempers the likely possibility that a family with crayon-wielding children will be seated next to you. If you've got a good sense of direction, you might want to dine at Terrapin (250 Spillway Road, West Hurley, 845-331-3663) a Zagat-favored restaurant which is quite remotely set but that promises New York City-quality fare (the chef worked with Bobby Flay at Mesa Grill) and brings in celebs otherwise in hiding at their country homes. The cuisine is Southwestern and Southeast Asian, with a French backbone. If you're looking for something simple, Heaven is a good breakfast and lunch spot, the home-base of Bread Alone serves The trip takes 2.5 hours and costs $42 round-trip. great coffee, pastries, and sandwiches, and a decent taqueria, Taco Juan's, make eating along the Tinker Street strip easy.

I think I am not alone when I say that B&Bs can be terribly disconcerting for a lesbian. There's the moment at the breakfast table when your sexuality becomes clear or writ large, not to mention the typical decor , most often synonymous with Victorian antiques and frills. Several well-known gay-friendly lodgings take care to make you feel comfortable. The classy Wild Rose Inn (66 Rock City B d., 845-679-8783, thewildroseinn.com ' $100-$200), on a quiet stretch off Tnker Street, throws caution to the wind and whole-heartedly participates in the tradition of Vicloriana. Brocaded upholstery adorns the loveseats, doilies rest under gold-leaf lamps, and beds are formally regaled with thick, cascading draperies. Do not enter unless you enjoy or can fetishize the level of flounce. The Village Green B&B (12 Tinker St., 845-679-0313, villagegreenbb.com, $110-$140) has two cozy and informal rooms over a few New Age stores in town, overlooking the popular hang-out area of the same name. Paul and Larry, the couple who run the B&B are friendly guys, and particularly recommend the place for two couples traveling together.

Just south of town is the new Maverick Cottage (9 Jones Quarry Rd, 845-679-3845, woodstockonline.com/mavcot; $90-$150), run by a former pastry chef and baker, Karin Spanier, who lives next door with her friendly husband and daughters When I visited, the family offered their fresh-picked raspberries for breakfast alongside Karin's delicious pancakes. The three-bedroom cottage is in a wooded area en route to the Maverick Colony, and is furnished in a tasteful country style (no duck or bunny stenciling). Wine and cheese is offered in the afternoon and you can enjoy it outside on the Adirondack chairs. Modern travelers will appreciate The Villa at Saugerties (159 Fawn Rd., Saugerties, 845-246-0682, thevillaatsaugerties. com. $100-$155), run by a young city couple, Aimee Szparaga, a former T/me Out guide book editor and dining critic, and her artist boyfriend Richard Nocera, whose enormous and beautiful paintings enhance the property, just 10 mi west of Woodstock. Together they've completely updated the definition of B&B, first by selecting a gorgeous Italian villa on a few beautiful acres for their inn, then renovating it to suit their Phillipe Stark sensibilities. With its modern and minimalist decor, this might be the only B&B which could be credibly compared to the W Hotel, and it won't be long before plenty do.

By car: Take 1-87/1-287W towards Albany. Merge onto New York State Thruway north and follow until you reach the Saugerties Exit (Exit 20). Take 212 west for about 7 miles toward Woodstock. The trip takes just over 2 hours.

By bus: Trailways buses (800-858-8555) leave from Port Authority about 6 times a day and drop you off on Tinker Street, in Woodstock.