The next day, start at the other marquee museum, the Minneapolis Institute of Arts, which is set in a pretty residential area. Unless you're an Asian art buff (the collection is world-class), go straight to the top floor. There's too much to see in a day, but the comprehensive audio guide makes it fun to get lost, moving from pre-1800s Dutch oils to twentieth-century industrial design to painstakingly re-created period rooms. The museum's northern side is made almost entirely of dramatic picture windows facing downtown; "The Minneapolis Skyline: A Work in Progress," between galleries 300 and 307, has a numbered guide to help you identify the city's most dramatic edifices (612-870-3131; artsmia.org). For kids, or the young at heart, the attached Children's Theatre stages award-winning productions (612-874-0400). A ten-minute bus ride from downtown, the Uptown neighborhood has the quirky Bryant Lake Bowl, where you can bowl a game and then have some terrific fried walleye (810 W. Lake St.; bowling, $3.75). Just down the street, the much-loved Barbette has bistro fare and occasional live music (1600 W. Lake St.; 612-827-5710; entrées, $8–$15). Back downtown, check out the late-night jazz at the Dakota, which showcases local hotshots as well as nationally famous acts (1010 Nicollet Mall; 612-332-1010; prices vary).

Where to Eat: Downtown's Hell's Kitchen has the city's best brunch, plus Ralph Steadman drawings on the walls. Wait times can be over an hour, but it's worth it—try the towering huevos rancheros, and don't leave without a jar of homemade chunky peanut butter (89 S. 10th St.; 612-332-4700; entrées, $5–$15). With redbrick walls and cozy booths, 112 Eatery feels like a neighborhood joint, but the food is exceptional: Try the sweet sea scallops with silky oyster mushrooms and satiny butterscotch budino sprinkled with sea salt (112 N. 3rd St.; 612-343-7696; entrées, $16–$28). Across the street, newcomer Saffron has high ceilings, huge windows, and a great late-night menu: mini BLTs made with lamb bacon, tomato jam, and arugula; kofta meatballs with spicy harissa; and french fries with feta fondue (123 N. 3rd St.; 612-746-5533; happy hour dishes, $3.50). Finally, at Spoonriver, chef Brenda Langton's farm-fresh eatery across from the Guthrie, have the fabulous Fischer Farm pork tenderloin with miso caramel glaze (750 S. 2nd St.; 612-436-2236; entrées, $15–$22). Langton co-founded the Mill City Farmers Market, which takes place outside the restaurant's door every Saturday from 8 a.m. until 1 p.m. (May–Oct.).

And Don't Miss: Art A-Whirl's studio open houses and tours in the Northeast Minneapolis gallery district (art-a-whirl.com; May 16–18), and the Minneapolis Institute of Art's Art in Bloom, which has more than 100 floral arrangements inspired by the museum's collection as well as garden-themed lectures (artsmia.org; May 1–4).