Forty miles west of Boston on I-90, WORCESTER is Massachusetts' second largest city and the only industrial city in the US not beside a sea, lake or river. Abbie Hoffman's hometown is definitely not a place to spend a great deal of time, but if you're nearby you could visit the remarkable Higgins Armory Museum , at 100 Barber Ave (TuesSat 10am4pm, Sun noon4pm; $6.75), which houses weapons and armor from all over the world in a bizarre steel and glass office/museum (note the conspicuous riveting). The enthusiasm for metalworking of the founder of the Worcester Pressed Steel Company led him to tour Europe after World War I, buying vast quantities of ancient armor. You might also drop by the American Antiquarian Society , 185 Salisbury St (MonFri 9am5pm, tours Wed 2pm), which holds copies of two-thirds of all the material published in America before 1821, more even than the Library of Congress. The Worcester Art Museum , 55 Salisbury St (Tues, Wed & Fri 11am5pm, Thurs 11am8pm, Sat 10am5pm, Sun 11am5pm; $8), is worth a stop for its collection of early American paintings and special exhibitions. A more consumerist attraction is the new Worcester Common Fashion Outlet Mall , just off I-290 exit 14 or 16, with over a hundred designer stores under one roof; one reason for its popularity is that there is no state sales tax on clothing purchases under $175.

The Sole Proprietor , 118 Highland St (tel 508/798-3474, www.thesole.com ), is a reliable fish restaurant . Outside Worcester but worth a detour is the Salem Cross Inn (off Route 9 in West Brookfield; tel 508/867-2345, www.salemcrossinn.com ), a rambling restaurant in a restored 1705 farmhouse that serves consistently high-quality Yankee cooking.