Many first-time visitors to Cleveland start at the Rock and Roll Hall of Fame and Museum. And who can blame them? The Rock Hall, as locals call it, offers boatloads of memorabilia, film clips and music -- all in a stunning I.M. Pei-designed building on the shore of Lake Erie.
But it would be a shame to visit Ohio's second-largest city (population: 444,000) and only see the Rock Hall. Cleveland has a uniquely Northeastern feel, with loads of old churches, interesting residential areas and ethnic communities.
Many attractions are 5 miles east of downtown in University Circle. You easily can walk between the botanical garden, natural history museum, art museum and performance centers. Or just stroll over to Little Italy for great bakeries and art galleries.
The museum's full makeover, priced at $350 million, won't wrap up until 2013, but don't let that deter you from a visit. Large, newly renovated portions of the Cleveland Museum of Art are open, and sometimes you can catch glimpses of work-in-progress galleries. The collection includes more than 46,000 pieces. (888) 262-0033; clevelandart.org 
In addition to old-school natural history museum favorites like dinosaur skeletons and glittering gemstones, the family-friendly Cleveland Museum of Natural History in University Circle has zoo-like enclosures with native North American species such as bobcats and bald eagles. (800) 317-9155; cmnh.org 
A half-hour south of Cleveland, the 33,000-acre Cuyahoga Valley National Park includes spectacular rock formations and waterfalls, 160 miles of trails, golf courses and a living-history settlement. Established as a recreation area in the 1970s to battle urban sprawl, Cuyahoga is now one of the nation's most accessible national parks. (800) 445-9667; nps.gov/cuva . The Cuyahoga Valley Scenic Railroad travels through the park. (800) 468-4070; cvsr.com 
Since opening in 1995 on the shore of Lake Erie, the $92 million glass pyramid designed by I.M. Pei has brought fans to Cleveland from all over the world, giving the city a new energy and cementing its identity as one of rock's birthplaces. The Rock and Roll Hall of Fame and Museum is crammed with iconic music artifacts. Look for Michael Jackson's "Thriller" mask, John Lennon's report cards, Bono's first guitar and much more. (216) 781-7625; rockhall.com 
Cross the Bridge of Fire (left), learn about the Great Lakes ecosystem and touch an indoor tornado at the Great Lakes Science Center. In addition to hundreds of hands-on exhibits, the center features an Omnimax theater, the new NASA Glenn Visitor Center and the 1925 steamship William G. Mather. (216) 694-2000; greatscience.com 
More than 20 miles of trails wind through the gardens of the 3,600-acre Holden Arboretum. Among the highlights: the 20-acre Helen S. Layer Rhododendron Garden, where some of the 500-plus cultivated varieties are nearly 60 years old. Late May is the time to visit for peak rhodo bloom. The arboretum is in Kirtland, 23 miles northeast of Cleveland. (440) 946-4400; holdenarb.org 
At this first-rate and beautifully landscaped park in Kirtland, families can explore, ride ponies, pet animals and watch daily demonstrations of milking, cheese-making, sheep herding and more. The Farmpark is part of a group of Lake Metroparks facilities geared to outdoor recreation and education. (800) 366-3276; lakemetroparks.com 
Serious fans spend hours at the Pro Football Hall of Fame watching (loud) game highlights and checking out the memorabilia, but even casual fans will like the new Super Bowl wing, home to the Vince Lombardi Trophy. Several interactive exhibits keep children entertained as well. After the long day of football exploration, stop for a snack in the Tailgating snack bar. In Canton, 60 miles south of Cleveland. (330) 456-8207; profootballhof.com 
The reborn movie palaces of PlayhouseSquare -- the largest performing arts center in the nation outside New York -- host operas, ballets, concerts and Broadway-style musicals. If you can't catch one of the fabulous shows, take one of the tours offered the first weekend of most months. (216) 771-4444; playhousesquare.org 
Ten acres of gardens and an 18,000-square-foot glass conservatory feature a large collection of both native and exotic plants. The Cleveland Botanical Garden's Glasshouse spotlights plants, insects, birds and more from the spiny desert of Madagascar and the rainforest of Costa Rica. Kids will love exploring the giant tree house, maze and other activities in the Hershey Children's Garden. (216) 721-1600; cbgarden.org 
The Cleveland Orchestra is considered one of the nation's best. See a concert at their winter home, Severance Hall, or during summer, listen alfresco at Blossom Music Center. (800) 686-1141; clevelandorchestra.com 
Catch a glimpse of Cleveland's melting pot heritage at this bustling indoor market, where it's possible for visitors to hear someone ordering sausage from a Hungarian butcher -- in Hungarian! It's a great place to walk among vendors selling fruits, veggies, baked goods and more. (216) 664-3387; westsidemarket.com 
Shops, restaurants and the Hyatt Regency Cleveland are part of The Arcade, an 1890 marvel of ornate ironwork with an immense glass skylight. One of the original indoor shopping centers in the United States, The Arcade was the first building in Cleveland to be placed on the National Register of Historic Places. (216) 696-1408; theclevelandarcade.com 
Among the reasons to fall for Cleveland's authentic Little Italy: Fliers for bocce ball on phone poles. Old guys smoking cigars like they're posing for a postcard. Cool galleries such as Brian Jones Gallery. (pictured at left; 216) 229-5110; brianjonesgallery.com . Fresh strawberries and custard in the oh-so-gooey cassata cake at Corbo's Bakery. (216) 421-8181. And the best pizza in town at Mama Santa. (216) 231-9567; mamasantas.com