by Susan McKee

Everybody goes to Vermont or New Hampshire to "leaf peep" in the fall - so I headed to Maine instead.

My reward? Traffic-free highways and lots of autumn color, plus a chance to wander through small towns filled with locally owned shops whose owners actually have time to chat with their customers.

Journeys are easier to plan with a goal in mind, so I more or less followed the Kennebec River valley, retracing the steps of Benedict Arnold. You remember him, right? What we don't remember from in our American history classes is that Arnold once was a well-regarded general on the side of the Revolutionaries -- before having his heart captured by his second wife, an ardent Loyalist half his age.

General Arnold led a daring attack on the British Québec in 1775, dragging men and supplies through a Maine winter in an effort to wrest eastern Canada from the crown. If his surprise had been successful, the newly formed United States would have included the Maritime Provinces and maybe even Québec itself.

I made stops at the various forts and museums along the way to learn why the expedition failed (in short: the weather was brutal, and by the time he made it all the way north, half his forces had died or deserted.).

A couple of towns along my route from Augusta to Jackman (just shy of the Québec border) stand out.

Augusta, the sleepy state capitol, has a compact state museum with lots to see (my favorite was the "Made in Maine" exhibit highlighting 19th century manufacturing). Old Fort Western, a National Historic Landmark, is America's oldest surviving wooden fort (it hasn't seen action since Colonial times).

Skowhegan, a personal favorite just because of the name, was in an uproar when I drove through - because HBO was filming a movie there. Helen Hunt, Paul Newman and Joanne Woodward were the star-power for "Empire Falls," based on the book of the same name.

Because of its location on the Kennebec near the head of the tide, Hallowell (founded in the 1770s) was an early Colonial trading station. In the 19th Century, it grew into a major shipping port and cultural center, bustling with businesses, including a sawmill, iron works and icehouse. Now the "smallest city in Maine" with a population around 2,500, it is recasting itself into one of those quaint shopping towns. (CONTINUE...)