One of the state's most luxurious inns. The carefully restored Victorian, former home of Rhode Island artist Beatrice Turner, is steps from Newport's famed Cliff Walk. Most rooms have a working fireplace and bathrooms are as drop dead gorgeous as the bedrooms. Breakfast, of course, is wonderful, but the main attraction is an afternoon high tea that is fit for the Queen of England. Rooms range from $215 to $580. (401)847-1811

Where to Eat: The White Horse Tavern, one of the oldest taverns in the country. (401)849-3600. The Inn at Castle Hill, situated on a 40-acre peninsula (401)849-3800.

Attractions: The Newport Mansions. Not to Miss: The Breakers, the 70-room summer home of Cornelius Vanderbilt II.

Leafspotting: If you have the time, loop the entire state (Rhode Island is tiny). One good path that is sure to yield plenty of leaves: Take route 138, up to 114, to the northeastern corner of the state. Head west (via routes 107, 100, and 44) and then head south via 94 and 102. Take Route 3 down to Westerly, where you can take Route 1 to Route 138. Route 138 will bring you back to Newport.