People in Madison don't carry calendars around with them the way they do in Chicago. It's not that they don't make plans. It's that they're just as likely to make them ten minutes ahead of time as ten days. In this friendly, offbeat, politicized city, dubbed the Berkeley of the midwest, life is just generally a little more laid-back.

One thing even longtime residents carry, however, is a good map. Madison's streets seem to have been thrown into space willy-nilly like so many pickup sticks. But you have to remember that Madison is a long narrow strip of land connecting two larger lumps, with lakes on either side. If it seems like you're driving around in circles you probably are.

Your biggest mistake is using the capitol building as a landmark. In one of her short stories local writer Kelly Cherry describes the capitol as "a golden-lighted Christmas tree of a building, a cold breath caught in air and carved." It is that beautiful, and its towering white dome rises above every other rooftop in the city. But it looks exactly the same from every angle.

Once you find the capitol you might as well park your car (city parking lots are only a dollar a day on weekends). On Saturday mornings from May through October the building is surrounded by a farmers' market that far exceeds any Chicago market in bounty, variety, sociability, and spectacle. As you make the leisurely, counterclockwise circuit around the meticulously landscaped square, you encounter an array of seasonal produce as well as cheeses, jams and jellies, fresh baked goods, flowers, herbs, fish, and even local buffalo. Along the inner perimeter of the square at appointed intervals, anyone with access to a folding table and a cause works the crowd, while vendors ply refreshments from colorful food carts on facing streets. Special events throughout the season intensify the excitement. The annual Cows on the Concourse event (this Saturday, June 5) is a prime example. It's a kind of tongue-in-cheesehead tribute to the dairy industry (cows are known as "Chicago deer" up here, thanks to an errant, possibly apocryphal, Illinois hunter.

When you've had enough of the crowds head up one of the long stone staircases leading into the capitol and check out the awesome rotunda. Free guided tours are available several times a day (608-266-0382), but you can also prowl through the building on your own (weekdays, when the offices are open, are best) and enjoy commanding views of the city from various upper-level doorways. You might also use the galleries surrounding the rotunda to help get your bearings, because they're named according to the direction they face.

Southeast of the capitol are two wonderful cafes. Cafe Europa (102 King, 608-255-0770), the simpler of the two, features lovely European-style pastries and a tree-shaded patio overlooking the square. Breakfast and light lunches are also available. Botticelli's (107 King, 608-257-1110), a larger operation with sidewalk service, offers a full and varied breakfast, lunch, and dinner menu as well as a Sunday brunch. Next door, the Majestic Theater (115 King, 608-255-6698) brings in a steady diet of foreign films and independent releases, and you get two drinks for one at the nearby Argus Food and Spirits (123 E. Main, 608-256-4141) when you present your ticket stub.

Walk due south from the capitol along Martin Luther King Jr. Blvd. (where a smaller farmers market convenes on Wednesdays) and you'll dead-end at a pretty postage stamp of a park called Olin Terrace that overlooks Lake Monona. It's famous as the spot where the Monona Terrace Convention Center designed by Frank Lloyd Wright may someday be built. Construction was narrowly approved in a binding public referendum last fall--after almost 40 years of arguing--but money matters continue to postpone the ground breaking.

The west exit of the capitol leads toward State Street, a main-street mall where only foot, bus, and bike traffic are allowed. Along this colorful stretch of low-rise funky shops, boutiques, bookstores, bars, and restaurants life slows to the sort of unhurried, carefree pace you find in European cities. The street belongs to students, musicians, sidewalk vendors, hippies. Some favorite shops include the Puzzlebox, which carries sophisticated toys for all ages (230 State, 608-251-0701); the Cheddarheads, a gift shop with a sense of humor (122 State, 608-255-4007); Urban Outfitters, particularly strong on trendy knickknacks (604 State, 608-258-8818); and the Pipefitter Ltd.,famous for Halloween paraphernalia and other weird, sometimes X-rated gifts (517 State, 608-257-2400). Noteworthy among the district's many fast-food and casual eateries and coffeehouses are the Radical Rye (231 State, 608-256-1200); Upstairs Downstairs Restaurant and Deli (232 State, 608-258-7401); Amy's Cafe (414 W. Gilman, 608-255-8172); Steep & Brew (544 State, 608-256-2902); and Victor Allen's Coffee & Tea, where poetry readings often compete with the humming espresso machine (401 State, 608-255-0117).

Even the finer restaurants have an informal atmosphere, and the food is generally unpretentious and moderately priced. The Sunprint Cafe & Gallery is a charmer, featuring small loaves of homemade bread, salads, sandwiches, and exemplary fresh-baked pastries (638 State, 608-255-1555). Husnu's mixes Turkish and Italian specialties on a menu that purportedly attracts capitol lobbyists; the vegetable couscous is outstanding (547 State, 608-256-0900). Kosta's is a pretty place to go for Greek food (117 State, 608-255-6671).

The west end of State Street, which butts up against the University of Wisconsin campus, belongs to the students--student bars, bookstores, and other hangouts. It's said that one reason good jobs are hard to come by in Madison is that too many students refuse to leave after graduation. Once you get a look at the resortlike campus you begin to see why. On the University Mall, a pretty plaza that begins where State Street leaves off, you have to sidestep flying Frisbees, jugglers, rollerbladers, musicians, and assorted street vendors as you make your way toward the Memorial Union and its beautiful outdoor Terrace (800 Langdon) along Lake Mendota. On a warm summer day this is one of the best spots in town to chill out with a soft drink or beer. You need a UW ID or Union membership card to buy beer, or check at an information desk for a supervisor, who will issue you a free guest pass for the day. There's free live music in the summer Thursday through Saturday nights, and you can rent a canoe in the adjacent boat house. For information about these and other activities at the Union call 608-265-3000.

Another campus institution much used by the public is the Elvehjem Museum of Art (800 University, 608-263-2246). Madison is not famous for its art scene. A local reviewer covering a recent downtown gallery walk haplessly scheduled during Chicago's three art fairs found most galleries empty and many exhibits disappointingly conventional. However the Elvehjem, open daily 9 to 5, is well worth a visit. On Sunday afternoons at 1:30 docents give tours of the permanent collection and temporary exhibitions, including "Three Decades of Prints by Philip Pearlstein" (through June 6). Tours and museum admission are free; you can rent an audio tour for $1. For news about other art shows in town call the Madison Art Center (211 State, 608-257-0158), which houses a large permanent collection and more than a dozen new exhibits annually.

Like Chicago, Madison is composed of many neighborhoods, often so different from one another that it's hard to believe they're all part of the same city. For a glimpse of Madison counterculture, uncorrupted by time or real estate developers, check out the east side's Williamson Street (Willy Street to locals), which is home to two Madison institutions: the Willy Street Grocery Co-op, a member-owned-and-operated store with an organic bent and a terrific deli counter (1202 Williamson, 608-251-6776), and the Broom Street Theater (1119 Williamson, 608-244-8338), which could hold its own anywhere in the country (all works are written by locals), judging from the recent experimental romp The Twisted Love Life of J. Edgar Hoover. Now playing: Sexy Priests, a comedy about child-molesting clerics.

Willy Street is also becoming a restaurant destination. Recent additions include Savory Thymes, a highly creative vegetarian spot (1146 Williamson, 608-255-2292), and Jolly Bob's Jerk Joint, offering spicy Caribbean fare and an outdoor beer garden (1210 Williamson, 608-251-3902). Bahn Thai is esteemed for delicately prepared Thai cuisine (944 Williamson, 608-256-0202).

Stroll south along Jenifer Street to B.B. Clarke Park (835 Spaight), a local hangout on Lake Monona whose small beach attracts skinny-dippers after dark on hot summer nights. It's the only place in town where the sport is unofficially sanctioned.

The Madison Landmarks Commission has published several historical walking-tour guides to neighborhoods, including First Settlement, an industrial area just east of the capitol; Schenks-Atwood, originally a resort area; Langdon Street, a once-forested ridge north of the capitol now known as fraternity row; and University Heights, a hilly enclave of mansions west of the campus, traditionally occupied by university faculty and administrators. The guidebooks are available free from the Landmarks Commission office (215 Martin Luther King Jr. Blvd.) or the Madison Public Library (201 W. Mifflin, 608-266-6363).

Madison is full of gardens and parks, crisscrossed with bicycle, jogging, and hiking paths. Naturalists favor the UW Arboretum (1207 Seminole Hwy., 608-263-7888), a 1,280-acre swath of prairie, wetlands, and woods on the city's near west side. The arboretum has some of the country's largest collections of magnolias, crab apples, and lilacs. Guided tours are given on Sunday afternoons year-round. There are also periodic night hikes and bird walks. Olbrich Botanical Gardens (3330 Atwood, 608-246-4550) is a largely volunteer operation with 14 acres of formal outdoor gardens. The Bolz Conservatory, a tropical forest complete with waterfall and free-flying birds, was added in 1991.

Picnic Point, a wildlife and recreation area, is a favorite getaway for locals, offering secluded trails, bicycle paths, picnic sites, a stony beach, and views across Lake Mendota (off University Bay Drive on Mendota Bay). Other parks include Wingra, where canoes and sailboats are available for rent (824 Knickerbocker); Vilas, which has a zoo (1939 Vilas Park Drive); and Tenney, a Monet painting with its lagoons and arched bridges (1440 E. Johnson).

Madison tends to be an early-night town, but music, theater, and dance buffs can always find something to do. You generally can't go wrong with the Madison Repertory Theater in the Isthmus Playhouse of the Madison Civic Center (211 State, 608-266-9055). The much larger Oscar Mayer Theater in the same building plays host to touring-company extravaganzas. Classical-music aficionados swear by UW faculty recitals, usually held in the Humanities Building (455 N. Park, 608-263-9485). Other favorite spots for live musical entertainment: the Barrymore Theatre, a restored movie theater featuring local and national acts (2090 Atwood, 608-241-2345); Mendota Beach Club, for weeknight jazz (736 N. Midvale Blvd., 608-238-7278); and Wild Hog in the Woods, a Thursday and Friday makeshift venue for folk music (Wil-Mar Center, 953 Jenifer, 608-248-0311). Local performers to watch for: Doc DeHaven (jazz), Paul Black & the Flip Kings (blues), Peter & Lou Berryman (folk), Spooner (pop-rock), and Free Hot Lunch (its own spicy sound).

Many worthy dance troupes come through Madison, but the favorite form of this entertainment is do-it-yourself folk. There's Scandinavian dancing every Tuesday at Memorial Union South (227 N. Randall, 608-265-3000), instruction included. Also at the Union, the Madison Scottish Country Dancers offer beginner instruction on Sunday nights (608-238-1227). Lessons are also part of the fun at Folklore Village Farm, about 35 miles west of Madison near Dodgeville, where there's a community folk dance/potluck supper every Saturday night (3210 County Highway BB, 608-924-4000). You can find barn and contra dances almost any weekend. Check the local newspaper entertainment listings for times and locations.

People here don't approach dining out with the manic compulsion they do in Chicago, which helps keep the local restaurants on their toes. In addition to the eateries mentioned above, the following are worth trying: Lulu's, an Arabic spot (2524 University, 608-233-2172); the Sunporch Cafe, Restaurant & Bakery, high quality across the board (2701 University, 608-231-1111); the Fess, one of the city's most elegant dining rooms in a restored mid-19th-century hotel with an outdoor garden (123 E. Doty, 608-256-0263); Monty's Blue Plate Diner, an architectural gem converted from an old gas station, featuring blue-plate specials, vegetarian dishes, and remarkable desserts (2089 Atwood, 608-244-8505); Cafe Palms, the only dress-up spot in town for late-night dining, offering salads, sandwiches, and light entrees (636 W. Washington, 608-256-0166); Crandall's, in the converted train station, known for its Wednesday- and Friday-night fish fries (640 W. Washington, 608-255-6070).

Dairy desserts are hot in Madison. Michael's Frozen Custard (3826 Atwood, 608-222-4110, and 2531 Monroe, 608-231-3500) and Culver's Frozen Custard Restaurant (2906 W. Beltline Hwy. in nearby Middleton, 608-836-5577) are de rigueur stops for rich and creamy cones or sundaes. Mickie's Dairy Bar is a favorite for thick shakes and malts as well as hearty breakfasts (1511 Monroe, 608-256-9476). Ella's Deli features an endless array of ice cream desserts, plus a circus atmosphere and real carousel (2902 E. Washington Ave.; 608-241-5291).

Madison offers a full range of accommodations, with chain motels clustered near the I-90/94 and Highway 151 interchange on the east side of town and just off the Beltline on the far west side of town. For downtown ambience there's Inn on the Park (22 S. Carroll St.; 608-257-8811), whose eighth-floor restaurant provides good views; the newly remodeled Concourse Hotel (1 W. Dayton; 608-257-6000), offering exclusive suites on its top three floors; and the Edgewater (666 Wisconsin Ave.; 608-256-9071), on Lake Mendota with a roof-level observation deck. The city also has several luxurious bed and breakfasts, including the Collins House Bed & Breakfast, a Prairie School-style structure on Lake Mendota near downtown (704 E. Gorham St.; 608-255-4230); the Plough Inn, a restored 1836 tavern and stagecoach stop across from the UW Arboretum (3402 Monroe; 608-238-2981); and Annie's Bed and Breakfast, a saltbox-style house in a country-garden setting (2117 Sheridan Rd.; 608-244-2224). For a romantic rural experience there's the Old Granary Inn in a secluded valley near Hollandale, about 35 miles southwest of Madison (1760 Sandy Rock Rd.; 608-967-2140).

One of the few Budgetel Inns in the country with an indoor pool, sauna, and fitness center is on Madison's far west side (8102 Excelsior Dr.; 608-831-7711). The Colonial Motel is a comfortable, even more budget-minded spot with an indoor pool and hot tub (3001 W. Beltline Hwy., Middleton; 608-836-1131). Scheduled to open soon is the Canterbury Inn, above Canterbury Booksellers Coffeehouse, the city's toniest bookstore (315 W. Gorham St.; 608-258-9911).

One of my favorite stretches of rural highway around Madison begins on County Road HHH just outside Ridgeway (about 30 miles west of Madison off Highway 18/151). From HHH, turn right on H, left on Rosy Lane, left on County Y, and right on County ZZ to Highway 23. For much of ten miles or so you'll be traveling along a high, narrow ridge with panoramic views of lush valleys in every direction. The only thing "commercial" you'll pass is the tiny Pleasant Ridge Store at the intersection of ZZ and Z (talk about sleepy). When you hit Highway 23 you can turn north and go a few miles to House on the Rock (608-935-3639) or head south a couple of miles to Governor Dodge State Park (608-935-2315), which offers boating, fishing, swimming, horseback riding, and hiking.

The Swiss town of New Glarus (about 25 miles southwest of Madison) is fun to explore, as is Mount Horeb, with its Norwegian lore and charming Folk Museum (20 miles to the southwest). Both towns hold frequent summer festivals, including the annual July 3 Scandinavian Fiddle Fest at Cave of the Mounds Park three miles west of Mount Horeb (608-437-3038).

Bicyclists love the Military Ridge State Park Trail, which extends 39 miles over a former railroad bed between Verona (about eight miles southwest of Madison) and Dodgeville. Eventually the trail will extend to Madison. Daily or season trail passes are required and may be purchased at nearby restaurants along the way, including RPM's, a 50s-style diner (1225 Business 18/151 East, Mount Horeb; 608-437-5500), and the Riley Tavern, a handy pit stop a few yards off the trail (8205 Klevenville Riley Rd., Verona; 608-845-9150). There's also canoeing on the Wisconsin River, with numerous put-ins between Sauk City and Spring Green; camping sites are available free wherever you find them along the shore. An important, strictly enforced rule to remember: no glass containers on the river. For information on canoe rentals and day or overnight trips contact Blackhawk River Run (Highway Y, Sauk City; 608-643-6724) or Sauk Prairie Canoe Rental (932 Water St., Sauk City; 608-643-6589).