(MONEY Magazine) – Most people know Rhode Island is America's smallest state--and that's often all they know about it. Typically dismissed as a place you pass through on the way to Cape Cod or Boston, Rhode Island isn't most people's idea of a travel destination.

I shared this mind-set myself until recently. But after attending a wedding in Rhode Island last summer, I spent some time exploring the state and was as impressed by its historical and cultural attractions as I was by its gorgeous and surprisingly extensive coastline (they don't call it the Ocean State for nothing). The more I looked, the more I liked, and soon I'd developed a full-fledged crush on Rhode Island, which I now think of as a fascinating place to visit. Here's a small sampling of why.

Rhode Island was founded in 1636 by Roger Williams, who had been banished from Puritan-led Massachusetts for his radical religious beliefs. His story, which is commemorated at Roger Williams National Memorial (282 N. Main St., Providence; 401-521-7266; www.nps.gov/rowi), marked the beginning of Rhode Island's strong heritage of religious freedom--a heritage that became known, rather charmingly, as "the lively experiment." The most evocative symbol of that tradition is Touro Synagogue National Historic Site (72 Touro St., Newport; 401-847-4794; www.tourosynagogue.org). Built in 1763, it is America's oldest synagogue, serving a congregation founded in 1658. In 1790, George Washington responded to an inquiry from the rabbi by sending the synagogue his now famous letter--a facsimile of which is on display--affirming that America would uphold religious freedom, a full year before the Bill of Rights turned that concept into law. There's also the Great Friends Meeting House (29 Farewell St., Newport; 401-846-0813; www.newporthistorical.com/thegreat.htm), America's oldest Quaker house of worship, built in 1699. And nearby--in Rhode Island, everything is nearby--is the Old Narragansett Church (55 Main St., Wickford; 401-294-4357), one of America's oldest Episcopal churches. It all amounts to an impressive testament to religious tolerance and diversity.

Little Rhody, as it's known, is also great for foodies. The diner was born in Providence in 1872, and classic chrome diners are scattered around the state. This legacy will be celebrated at the American Diner Museum (www.dinermuseum.org), set to open in Providence in 2005. For now, there's a great diner exhibit at Johnson & Wales University's magnificent Culinary Archives & Museum (315 Harborside Blvd., Providence; 401-598-2805; www.culinary.org), a world-class trove of artifacts. Old cookbooks, kitchen gadgets, Presidential inauguration menus, advertising, even Pez dispensers--if it's food-related, they've got it, all lovingly displayed. And if the exhibits make you hungry, Rhode Island features one of America's most distinctive food subcultures. Some of the dishes are just local versions of familiar foods, like New York System hot wieners (smallish frankfurters topped with mustard, raw onion, celery salt and a greasy meat sauce, a style that got its name back in the days when hot dogs were associated primarily with New York City). But others are pure Rhode Island (see the box at right).

Rhode Island's historic architecture extends beyond churches and diners, most notably in Newport. This is where the superrich came to frolic during the Gilded Age, erecting huge mansions--sometimes anachronistically referred to as cottages--that are now open for tours (401-847-1000; www.newportmansions.org). The most famous one is Rosecliff, built for silver heiress Theresa Fair Oelrichs in 1899 and later featured in the 1974 film version of The Great Gatsby. Others include The Breakers, built by the Vanderbilts, and The Elms, the summer haven of coal baron Edward Julius Berwind. Assorted package deals are available for the mansion tours, which are by turns compelling and numbing--the architecture, furnishings and sheer opulence register off the scale, and it's no surprise to learn that this is the place that inspired the term "conspicuous consumption." Some tour packages include admission to the nearby Green Animals, a topiary garden with 80 spectacular sculptures (380 Cory's Lane, Portsmouth; 401-683-1267; www.newportmansions.org/connoisseurs/greenanimals.html). Definitely worth seeing.

One reason the leisure class set up shop in Newport is that it was an ideal sailing location, and the city remains America's yachting capital today. This world is explored in depth at the harborside Museum of Yachting (Harrison Ave.; 401-847-1018; www.moy.org). With its classic boat collection and informative maritime displays, it's the definitive facility of its type. If you want more, head 15 miles north to the Herreshoff Marine Museum (1 Burnside St., Bristol; 401-253-5000; www.herreshoff.org), which includes the America's Cup Hall of Fame. And back in Newport, you can learn about the city's connection to another upper-crust pastime, lawn tennis, at the International Tennis Hall of Fame (194 Bellevue Ave.; 800-457-1144; www.tennisfame.com), which has grass courts you can play on.

While the rich played, the rest of Rhode Island worked. The state's industrial heritage is documented at Slater Mill Living History Museum (67 Roosevelt Ave., Pawtucket; 401-725-8638; www.slatermill.org), widely considered the birthplace of America's Industrial Revolution. It tells the story of Samuel Slater, who created the country's first water-powered cotton mill in 1790. The highlight is when the site's eight-ton water wheel is hooked up to a massive crank shaft, engaging dozens of belts, pulleys and machines, just as in Slater's time.

I'm a sucker for these geeky historical attractions, but don't overlook Rhode Island's natural beauty, especially its beaches. Despite its tiny 1,200-square-mile footprint (smaller than some national parks), Little Rhody boasts over 400 miles of coastline--the highest ratio of any state. No Rhode Island resident is more than 30 minutes from either the Atlantic Ocean or Narragansett Bay, and many of the beaches are stunning, particularly those at Watch Hill (which also features America's oldest merry-go-round, the Flying Horse Carousel), Misquamicut and Galilee. For more information, contact the South County Tourism Council (800-548-4662; www.southcountyri.com).

A fine source of additional info is Andrew Collins' brand-new Rhode Island Handbook (Moon/Avalon). Or you can contact the state tourism bureau (401-222-2601; www.visitrhodeisland.com)--no, I don't work for them, although I realize it probably sounds that way. Fact is, I could go on and on about Rhode Island attractions, but unfortunately we're out of space. How about that: Our smallest state turns out to be too big to contain in one article. A lively experiment, indeed.

Despite his crush on Rhode Island, Paul Lukas remains faithful to his true love, Wisconsin.