Located just 8 mi/13 km south of Burlington. Shelburne is home to the remarkable Shelburne Museum. This 45-acre/18-hectare outdoor museum includes 37 relocated and restored historic buildings. Inside the buildings there are thousands of pieces of Americana—everything from homemade quilts and weather vanes to toys and duck decoys. (We especially liked the collection of cigar-store Indians.)

If you're a fan of the big top, don’t miss the renovated Circus Building with its 3,500-piece miniature circus model and a working vintage carousel. The museum also contains the side-wheel steamer Ticonderoga and an enchanting lilac garden. The delicate flowers bloom in late May, when the museum holds an annual festival in their honor.

You might also visit Shelburne Farms, a huge lakeside estate that was once one of the grandest houses in New England, with gardens and landscape designed by Frederick Law Olmsted, who designed New York City's Central Park. Now the estate is a demonstration farm, with a country inn and restaurant that are open during the summer months; milk from the farm's Brown Swiss herd is used for some outstanding cheddar cheeses. Many special musical events, such as Vermont Mozart Festival concerts, take place at the farm.

Also in Shelburne are the Morgan Horse Museum, which chronicles the history of this remarkable animal, and the Vermont Teddy Bear Co., which offers tours of its factory.

South of Shelburne is Charlotte (pronounced Shar-LOT), and the Vermont Wildflower Farm, with thousands and thousands of colorful blossoms and a wildflower seed shop. Next door is a lively flea market, held weekends May-October.

A little farther south, in the town of Ferrisburgh, is the Rokeby Museum (open mid-May to mid-October). Home to four generations of Quaker farmers, this National Historic Landmark was a stop along the 19th-century Underground Railroad. Southwest of Ferrisburgh is Basin Harbor, where you can see a replica of a 1700s gunboat at the Lake Champlain Maritime Museum.

Toward the far southern end of Lake Champlain is Orwell, where Mount Independence offers lovely views of the lake and a good dose of Revolutionary War history: A museum and visitors center documents the site where the Continental Army held off a British invasion in the winter of 1776-77. You can visit remnants of the barracks and fortifications.

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