THE PERFECT SMALL TOWN, Petaluma has managed to retain its old-school rural charm--squint down Petaluma Boulevard, and it could be 1900 while adding the best from the modern world: stylish boutiques, great restaurants, and a few flower-child echoes from the '60s. The town turns 150 this year, and

[ILLUSTRATION OMITTED]

EAT Central Market An open, exposed-brick bistro emphasizing organ'c foods. It's all delish, but for a taste of the area, we especially love the simple romaine salad with chopped agg and buttermilk-blue cheese cressing--all local, of course. $$; 42 Petaluma Blvd. N.; 707/778-9900.

[ILLUSTRATION OMITTED]

Della Fattoria After a recent visit, Sunset food editor Margo True said, ''How can bread be that good?'' Start with a sandwich at an outdoor table and finish with the strawberry chiffon cake. Thank us later. $; closed Mon; 141 Petaluma Blvd. N.; 707/763-0161.

SHOP Splendid Little Shoppe This bright boho-chic shop--filled with retro aprons, mod-print pillows, beachy sundresses, and weathered antique furniture--is so charming, you'll want to move right in. 140 Petaluma Blvd. N.; 707/763-7467.

Tall Toad Music Even if you're not a musician, this throwback, where gleaming guitars hang from every surface, is worth a visit. Sheet music galore and instruments for all--anyone can play a tambourine! 43 Petaluma Blvd. N.; 707/765-6807.

SAMPLE Cowgirl Creamery tasting room The Point Reyes Station artisanal cheese phenomenon is expanding to a new facility, set to open next month along the Petaluma River. Reserve now for a tour of the cheese-making process, complete with tastes of aged Red Hawk and triple-cream Mt. Tam cheese. Tour $ 30; reservations required; Foundry Wharf, 419 First St.; cowgirclreamery. com or 866/433-7834.

Getting there

From San Francisco, take U.S. 101 north to the E. Washington St. exit. Head west on Washington, then make a left on Petaluma Blvd. to reach downtown. You can pick up a walking-tour map at the very helpful visitor center in the Historic Depot Building (210 Lakeville St./ State 116; visitpetaluma. com or 877/273-8258).

Stay after dark

Boogie down every weekend to local bands and national acts like the Dirty Dozen Brass Band or Junior Brown at the historic Mystic Theatre & Dance Hall (from $12; 23 Petaluma Blvd. N.; mystictheatre.com or 707/765-2121). Grab a pre- or post-show burger and a pint at the adjoining McNear's Saloon & Dining House ($$; same address and phone), where every inch of wall space is covered with music and sports memorabilia.