Head off to the races, visit bourbon country, and catch the vibrant fall foliage.

To watch horse country wake up in fall is to catch Kentucky in all its glory.

Here are thebest things to doin Lexington, Kentucky, for a fun and scenic fall weekend.

Fall color leaves along a road in Kentucky Horse Country

The leaves are ablaze here, where the ponies run.Credit: Brown W. Cannon III

What really sets horse racing apart from other sporting events, however, is all the pomp.

Every 30 minutes, it all starts again.

And anyone in Lexington can tell you, there’s nothing else like it.

Keeneland Warmup Lap in Lexington, KY

Race fans are as fond of Keeneland as its famous cousin in Louisville.Credit: Brown W. Cannon III

“They all thought I was nuts,” he says.

“I was just going to put horses in my yard and hope visitors would come see them.”

He’s toting a bucket of carrots and walking along a fence toward a stallion named War Emblem.

Michael Blowen of Old Friends Horse Farm

Michael Blowen visits a “retiree.”.Credit: Brown W. Cannon III

He starts kicking the bottom rail in anticipationthe horse, not Blowen.

(War Emblem was just shy of capturing the Triple Crown in 2002.)

“The ones who won the big races are all smarter than the rest,” Blowen says.

Spy Coast Farm in Kentucky

Mares and yearlings at Spy Coast Farm.Credit: Brown W. Cannon III

“He’s got us all really well trained.”

Every horse has a story, which Blowen tells like a proud father.

Sadly, War Emblem recently passsed.

Lexington’s Distillery District

Lexington’s Distillery District.Credit: Brown W. Cannon III

He was a good horse and lived a good life.

So do all Old Friends horseslike the farm’s mascot, a miniature named Little Silver Charm.

Blowen’s been known to let this fellow hang out in his living room.

Middle Fork Kitchen Bar in Lexington, KY

An old fashioned from Middle Fork Kitchen Bar.

Blowen goes on to pay his daily visit to another almost-Triple Crown champion, Silver Charm.

“But their eyes are still bright, and they’re still running.”

Blowen then pauses and says, “I gotta get some more land.

Dudley’s on Short in Lexington, KY

Dudley’s on Short keeps it fresh with local ingredients.

I gotta do some stuff.”

Right now, the 236-acre farm is maxed out; there’s even a waiting list.

More space is on Blowen’s mind.

Wallace Station Deli outside Midway, Kentucky

Wallace Station Deli outside Midway.Credit: Brown W. Cannon III

Once-forgotten spaces get second acts: A historic bank building becomes the ultrahip21c Museum Hotel.

Downtown Lexington doesn’t suffer the vacancy-ridden fate of so many city centers.

The 21c Museum Hotel offers such extra perks as a contemporary art museum and a notable in-house restaurant calldLockbox.

There’s not a local in town who won’t go on aboutBelle’s Cocktail House.

Come dusk, that’s exactly where you want to be, sitting and sipping.

Amber liquor gushes into a trough below.

The in-house gin and vodka will quench your thirst, along with small-batch bourbons.

After all, it’ll help soak up some of that bourbon.

From there, there’sno shortage of small townsto explore around Lexington on your trip.