And head over anytime between Friday, Aug. 15 and Sunday, Aug. 17, and you'll get to shop craft booths and admire the work of local artists at Festival of the Little Hills (see box for more). If you try to haggle with the vendors, it might feel a little like the market in Florence, except in English.

9:30 a.m. Old St. Charles through new eyes

Begin your day at the St. Charles Convention and Visitor's Bureau by stopping by and picking up an i-Pod. That's right, an i-Pod. After giving the CVB a little information, you'll get an i-Pod to use while touring Main Street. The program will tell you about buildings, their history and restoration, show pictures, and you can stop at any time while you swing by the shops, says Carol Felzien, public relations/communication coordinator.

The tour offers 18 touch points. And it's free.

Plus, Felzien says it's a great way to make history fun for kids. The entire tour takes about 45 minutes, but it will take longer if you're stopping.

Main Street runs 13 blocks, and you'll find tiny shops filled with spices, antiques and specialties.

Had your mind set on getting some of that famous Florentine hand-made paper?

Pretty Paper

Photo courtesy of Rock Paper Scissors

Check out Rock Paper Scissors instead.

At 833 South Main Street, the paper shop sits in a historic building that's been everything from a home to a tea house. Now, find rows of paper from Italy, Japan and around the world. It also sells scrapbook paper.

If you plan ahead, you can attend a workshop, the subject of which can be anything froom bookbinding to a paper bowl class that's great for kids, says employee Denise Lombardozzi. Classes vary from $20 to $60.

Check out its website, paperrocks.com , for more.

You'll also find bead stores, jewelry, clothes, shoes and antiques on your walk, which will take all morning if you're lured in by all the shiny things.

11 a.m. Time for caffeine

Picasso's Coffee House.

You won't have much trouble finding some dolce along Main Street, just pick your coffee house and head on in.

One stop is Picasso's Coffee House, which values four arts -- the art of coffee, relationships, atmosphere and innocence.

Even if you only stop in for that first art, there's much to choose from, from cappuccinos to lattes, mochas to frappes. They also have beer and wine and make an espresso martini.

Hey, it's after noon in Florence.

For the kids, there are real fruit smoothies made with natural juices and fruit, says owner Chris Schulte.

12 p.m. Mangia, mangia

Talayna's World Class Pizza.

Close your eyes and smell the melty cheese and crispy crust and pretend, for a minute, you're in some Florentine dive for lunch. Then open those eyes and be glad you're at Talayna's instead and don't have to pay to sit down. They also offer pastas, salads and sandwiches.

If you're not up for pizza, other Italian eats are nearby, including Concetta's Italian Restaurant at 600 South 5th St. Call 636-946-2468 or go to

www.concettas-stcharles.com for more; and Frankie Tocco's Pizzeria at 108 South Main St. Call 636-947-7007 or go to www.frankietoccos.com .

Check out the St. Charles Convention and Visitors' Bureau's Web page,

www.historicstcharles.com for more restaurant suggestions.

1:30 p.m. Art, up close

Foundry Art Centre

Forget Michelangelo for a moment and swing by the Foundry Art Centre for a little art.

In addition to exhibits, you'll find a children's gallery featuring the work of area art students.

Felzien recommends heading to the second floor, where you can find artists working in their studio space, creating paintings, pottery and silhouettes while you watch.

2:30 p.m. Time for some history

Lewis and Clark Boathouse and Nature Center

Swing by the Lewis and Clark Boathouse and Nature Center to see the permanent home of the discovery expedition. Felzien likes the boat replicas, plus the gift shop has historical memorabilia.

4:30 p.m., More history and a drive

Historic Daniel Boone Home and Boonesfield Village

Here's the part of the day where you'd rent a Smart car and meander through Tuscan wine country. No worries, just hop into the SUV (and be glad for the leg room) and drive through St. Charles County's hilly wine country.

First, swing down Highway F by the Historic Daniel Boone Home. It's not as opulent as the Palazzo Pitti, but there's history here, including one and two hour tours of the pioneer's blue limestone home, finished between 1807 and 1810, and the village emerging behind.

At the Boone home

Photo courtesy of Historic Daniel Boone Home

 The reconstructed village looks like a small settlement from between 1799 and 1830, says Grady Manus, chief of interpretation. There's a chapel, a general store, a mill and private homes, all available for tours.

The first-hand look at how people once lived is great for kids, Manus says, and a chance to explore history and different traditions.

During special events, interpreters or re-enactors are available.

But and don't be surprised to see more early-pioneer wear than Prada.

6 p.m. Domestic wines served here

Montelle Winery

So what if those aren't Cyprus trees dotting the drive?

Weave through Missouri State Highway 94, past little wineries and railroad tracks. The St. Charles CVB lists 16 wineries, and you can hop from one to the next. Plan to stop at Montelle Winery to end the day.

Montelle sits on Osage Ridge and offers views of the Missouri River from 400 feet high. Plus, it has sunset dinners at 7 p.m. and live music. This weekend's menu includes pork tenderloin with a blackberry wine sauce and roasted asparagus with shallots. Check out its website for more menus.

And enjoy the sunset, the view, the wine, food, music, and the fact that home is just a short drive away.

Festival of the Little Hills

If you're heading to St. Charles this weekend -- good timing. The Festival of the Little Hills will fill Frontier Park all weekend, beginning at 4 p.m. Aug. 15, ending at 5 p.m. Aug. 17.

The festival started in 1969 to celebrate St. Charles 200th anniversary.

Now, about 300,000 people will come to the festival over the course of the weekend, says T.J. Slattery, a board member.

New this year are craft replicators, providing onsite demonstrations of crafts, including lye soap making, wood carving and candle making, Slattery says.

The festival also features Antique Row, with antiques for sale, craft booths and festival food, including roasted nuts, fried Oreos and bacon rinds.

Entertainment this year includes the classic rock of the Arbogast Band, Autumn's Child, featuring Native American flutes, juggling, balloon animals, an organ grinder and hand bells.

And Kid's Corner, open from 6 p.m. to 9 p.m. Friday, and 10 a.m. to 5 p.m. Saturday an Sunday, offers arts and crafts and free soda. It will take place in the park on Friday and behind the main stage on Saturday and Sunday.

All activities in the Kid's Corner are free, as is admission to Festival of the Little Hills. Check out http://www.festivalofthelittlehills.com/festival   for more.

Read Day 1: Exploring prehistoric connections in the St. Louis area