Spread along the hilly north shore of Lake Superior, Duluth lies amid some of the most beautiful country in Minnesota. Perhaps the best time to visit is autumn, when leaves on the hardwoods turn brilliant colors. The Canal Park Marine Museum includes the William A. Irvin, the 610-ft/186-m flagship of the old U.S. Steel Great Lakes Fleet. Canal Park also is where you can see the Aerial Lift Bridge. It lifts straight up to allow ships to pass through the Duluth Ship Channel. South of the bridge is the Great Lakes Aquarium, an unusual freshwater aquarium that's home to 70 species of fish found in the Great Lakes. Interactive exhibits explain the lakes' ecology. From the park, along the Lakewalk, a waterfront boardwalk is great for scenery and people-watching. A walk around Depot Square, is a compact re-creation of old Duluth. It has a meat market, a barbershop, a bank and other establishments -- all in three-quarter scale -- and a trolley running through the square. Near Depot Square are the Lake Superior Museum of Transportation (railway buffs will enjoy the collection of antique trains), the Duluth Art Institute and the Chisholm Museum (documenting the experiences of immigrants to the area). The Fond-du-Luth Gaming Casino is downtown. Duluth is a popular base for chartered fishing expeditions on Lake Superior, where anglers can hook steelhead, chinook, coho and Atlantic salmon, and trout. Sightseeing cruises are another way to get onto the water. They run June-September and usually last about two hours. If you're heading inland from Duluth, you may want to visit the Ironworld Discovery Center in Chisholm (65 mi/105 km northwest). The surrounding area was the source of most of the nation's iron ore for the past century, and this museum shows visitors what the iron range was like and how iron ore was excavated. Another of Minnesota's industries -- timber -- is the focus of the Forest History Center in Grand Rapids (35 mi/55 km southwest of Chisholm). It's a re-creation of a Minnesota logging camp. Fans of Judy Garland can visit the restored childhood home of the singer and actress, who was born in Grand Rapids. The house is decorated as it was when Garland lived there. The Vincent Shute Wildlife Sanctuary in Orr (about 55 mi/193 km north of Chisholm) is one of the best places in North America to observe black bears in their natural habitat. Duluth is 135 mi/215 km north of Minneapolis and St. Paul.