In a state that is renowned for its bourbon, horses, and history, Kentucky is quickly attracting more visitors for a new reason — it’s actually cool. Every year, millions of people descend on Louisville for the fastest two minutes in sports, the Kentucky Derby, one of the most iconic events in Southern culture. The city has seen a good deal of renovation and revitalization in its historic downtown area, and as a result, new life is being breathed in. Here’s the lowdown on what you’ll find in the South’s next big “it” city.

It’s more than a Southern hamlet.

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Most folks from Louisville don’t exactly identify as Southern. The city is a mixture of Southern and Midwestern tradition and innovation, blending together new and old ways to create one of the freshest new cities to visit in the United States.

Louisville isn’t just about exploring the downtown area. To really see the city, venture into its neighborhoods. Each offers a unique vibe and a different perspective on Kentucky’s biggest city, with the added bonus of being awesome places to chill. Downtown Louisville offers the chance to catch a glimpse of Old World America with sleek, historic buildings, colorful facades, and decadence. From Museum Row to any of the historic locations, such as The Brown Hotel or The Louisville Palace, a good walkabout can help you discover the fascinating history of one of the oldest cities in the United States, founded in 1778 and named after King Louis XVI of France.

Louisville is hip enough to abbreviate neighborhood names like SoHo. NuLu is another, as well as a hip, revitalized corner of town where you’ll find many of the craft beer bars, bourbon bars, BBQ joints, and street art mentioned above. The Highlands is yet another vibrant corner of Louisville, a beautiful blend of historic buildings with youthful vigor. Other great neighborhoods to check out include Old Louisville with its 19th-century historic Victorian homes, Butchertown, Germantown, and Schnitzelburg.

You can still partake in the Kentucky Derby Festival.

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Move aside Fourth of July. Kicking off two weeks of Kentucky Derby excitement and entertainment, the Thunder Over Louisville is one of the largest firework displays in the United States. But it’s not just for the fireworks that 1.5 million people descend on Louisville. There’s also the Run for the Roses, better known as the Kentucky Derby, the fastest two minutes in sports. Dressed in their finest and often times frivolous apparel, millions flood into Churchill Downs to rub elbows with fellow Mint Julep drinkers, the official drink of the Kentucky Derby, and watch the show. During this two week period, Louisville is transformed with over 70 special events. There’s something for everyone, whether it’s sports, outdoor concerts, hot air ballooning, marathons, foodie bonanzas, or just about anything else. Best of all, two-thirds of these events are free and kid-friendly.

It’s the urban capital of bourbon.

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Kentucky has a long and turbulent history with bourbon distilling, and though many of the distilleries that once flooded the countryside were forced to close during Prohibition, the spirit dominates the state today. Bourbon tourism is on the rise, and while you can trek along the Kentucky Bourbon Trail through lush, rolling hills and distillers deep in the woods, you don’t actually have to leave Louisville to enjoy some of the amber liquid.

Scattered throughout downtown Louisville, bourbon distillers have popped up left and right. You can take a bourbon history lesson at Evan Williams Bourbon Experience before enjoying a tasting. Other urban outposts include Jim Beam while legendary distillers like Stitzel-Weller Distillery, home to name brands like Bulleit and Blade & Bow, now have their distilleries up and running on the outskirts of the city. Smaller bourbon bars are popping up all over Louisville, and your trip isn’t complete without a stop at The Silver Dollar, SideBar Louisville, or Merle’s Whiskey Kitchen, where you can combine a shot of whiskey with bourbon-infused entrees.

It has the state’s best food scene.

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Often featured on foodie channels, Louisville’s food scene is making a big splash and drawing in hungry foodies — just be sure to bring your stretchy pants with you. Make a dinner reservation at Mussels & Burger Bar for an extreme burger (unless you want the mussels, of course). Devour a legendary and quintessential Louisville dish, a Hot Brown, at The Brown Hotel, but go nowhere else. Grab a bourbon smoked pecan ice cream from Louisville Cream or stuff your face with the best BBQ in town at Feast BBQ. And be prepared to go to heaven when you try a chicken and waffle sandwich at Four Pegs. Wake up with the “Ladies of the Morning” by splurging on the best donuts in town at Hi-Five Donuts, the city’s first female-owned and -operated donut shop, and see your donuts freshly dipped before your eyes. On Sundays, brunch at Gralehaus in the courtyard of its sister craft beer bar, the Holy Gale, which is located in a former chapel.

You can get your craft beer on.

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Even in bourbon country, craft beer has exploded in popularity over the last decade. The folks at Against the Grain Brewery rose to fame rather quickly, and it’s no wonder because they can whip out a new beer every week and many have done quite well with locals and visitors. With so many beers to try and so little time, one of the most popular brews is Citra Ass Down American IPA with its dose of tongue-in-cheek humor. A few blocks away, Apocalypse Brew Works brews beers for your survival. Its taproom, aptly named “The Fallout Shelter,” opened in 2012 as the world prepared for the end of days.

Located on the edge of NuLu, Goodwood Brewing Co. believes that if limestone and water is good enough for bourbon, it’s good enough for beer, which is why all of their beers either begin or end with limestone water or wood. Goodwood Bourbon Barrel Stout stands out as a local favorite. You can explore all of Louisville’s best craft brewers by hopping aboard Lou’s Brew Bus and letting someone else drive while you dive into a series of good brews.

There’s ample street art.

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Louisville is no exception to the street-art trend. Every neighborhood is spruced up with a wall mural here and a wall mural there. Having the cool effect of taking people to new neighborhoods they otherwise might not have ventured to, street art has the ability to bring people together. From the Kentucky Rushmore piece in the Highlands to the Chicken King in NuLu, there is enough street art in Louisville to keep you on the hunt for days. For the Insta-perfect picture, twirl around with the Sunshine and Shadow mural as a backdrop near Scarlett’s Bakery.

Location, Location, Location!

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Let’s admit it: Louisville isn’t known as being a tourist hotspot… yet. While there are a million great reasons to visit Louisville, the best of all is perhaps its location. Nestled along the Ohio River, Louisville is centrally located from a dozen big cities, which makes it a great weekend getaway or day trip from Cincinnati (1.5 hours), Indianapolis (2 hours), Nashville (2.5 hours), St. Louis (4 hours), or Chicago (4.5 hours). If you’re looking for a beer-cation, a bourbon exploration, or a foodie’s paradise, Louisville is the perfect destination.