"$52.26 - most I ever paid for gas and first time over $50," muttered Billy Butler to no one in particular. His every present sweetheart, Phoebe, heard the grumbling and cheerfully suggested, "let's take day trips to nearby places so buying gas won't be so painful."

One week later Billy and Phoebe returned from a half-day trip to the "steel city" of Pueblo, less than an hour south of Colorado Springs. "Best thing about the river walk area (official name - Historic Arkansas River Project) is the total absence of parking meters," says Billy. "Sure enjoyed that."

The river walk runs through the historic Union Avenue district with its many and varied shops. Not a long walk, nor a big river, but an enjoyable place to wander. There is a cool, but short, boat ride (see photo of schedule and prices) which is kind of different and a good way to learn the history of Pueblo (founded about 1842).

"Pueblo runs at a slower pace than the Springs," notes Phoebe. That means less traffic and fewer people. "Makes Pueblo more inviting and more fun."

Just down the street from the river walk is the Pueblo Union Depot, the former train station. The area is fixed up for tourists, but it's not really touristy. Next door is the Pueblo Railway Museum, which at first looks like just a bunch of old trains in a row. It's open all the time to walk around. "Free," says Billy, "and no parking meters here either." We found Ron "we play with trains" Roach decked out in his engineer uniform. Ron's the tour guide and the guy who knows all about the trains. If you want to see inside the trains, email Ron ( Ron1@pueblorailway.org) and set up a time to meet him there (donations accepted). Plan your visit on the first Saturday of the month and from 11-2 you can get a spaghetti lunch, cooked onboard, for $6. And on May 17 and July 4, you can ride the trains ($3 caboose; $10 engine). The museum also hosts events. Want to do something very fun and very different? Visit the Pueblo Railway Museum.

Across the street in the former Denver and Rio Grande Western Freight Station is the Southeastern Colorado Heritage Center, a free museum (donations accepted). The Center is an umbrella organization for 15 groups representing Pueblo's history. They have lots of stuff. Billy's favorite - the telephones because "it's gripping to see things I used as a kid in a historical museum."

Pueblo is the home to Colorado's largest single event, the Colorado State Fair (August 22 - September 1, 2008). To celebrate the harvest of the Mira Sol chili ("must mean look at the sun") the city hosts the Chili and Frejoles Festival September 21-23, 2008. Check out events at PuebloChamber.org and sign up for the monthly events email called Destination Pueblo. Pueblo has a zoo, and raptor center and six sister cities: Weifang, China; Bergamo, Italy; Lucca Sicula, Sicily; Chihuahua, Mexico; Puebla, Mexico; and Maribor, Slovenia.

Billy and Phoebe finished out the morning with an outdoor lunch at Nana's B Street Bistro ($20). Food and service was excellent, but the outdoor setting prompted three patrons to yell on their cell phones as they awaited their food. What is the reason behind this rudeness? "It's a clear case of DIQ (diminished IQ) often caused by too many video games during the formative years," reflected Billy. "Tourists, most likely out of state."

Stay close to home - visit Pueblo.