Two hours (or 115 miles) from NYC, a small mountain town is the unlikely home to some of the Northeast’s best food, shopping, and scenery. With a slew of new businesses alongside the old, its Main Street is coming back to life. And for once, it’s not upstate New York (!); it’s Honesdale, Pennsylvania.

With real estate prices in upstate NY soaring, the entrepreneurs opening breweries, boutique shops, and restaurants are looking to our Pennsylvanian neighbors for opportunity. Artists and creatives are finding the space and communities they crave. Collectively, they’re turning the sleepy town that inspired “Winter Wonderland” into a cool weekend escape.

Escape Brooklyn checked it out recently, renting a cozy cabin just outside of town. There were waterfall hikes, shopping trips, a scenic train ride, morning yoga, incredible meals and a step inside one of the coolest art installations ever. All this in PA—who knew?

Where to Stay in Honesdale: the Camp Caitlin Cabins

There are several options closer to town, but the Camp Caitlin Cabins are worth the few minutes extra drive from Honesdale. Owner Caitlin Cowger is a visual artist and merchandiser; her talent for creating cozy, campy cabin vibes is strong. The original, larger Camp Caitlin cabin sleeps up to ten adults in three rooms, and is the perfect spot for a friends reunion or traveling families. Downstairs, a living room overlooks a wrapping porch over the woods, and has a fireplace. In the basement, a ping pong table, pinball machine and wood-burning stove make for a perfect hangout spot. Down the road, the smaller cabin Little Lake Barn is better suited for couples as it’s smaller and more intimate. The A-frame is decorated much like the larger cabin, with a similar loft hangout space, fireplace, and private master bedroom.

What To Do in Honesdale: Waterfall Hunting, Shopping, & a Lively Arts Scene

Honesdale’s Main Street is legit: there’s a ton of cool businesses to check out, stretching far enough that visitors will need to drive from one end to the other. (In contrast, you’d be hard pressed to spend an entire afternoon on most upstate Main Streets!) Its colorful facades date back to the 19th century when it was a logging and coal town. Nowadays, the buildings house both cute old-school mom & pop spots like Mick’s Barber Shop, or cool new lifestyle shops like Milkweed. Speaking of Milkweed, its owners Paul Ludick and Bill Anton were so well received in Honesdale that they snatched up a small cluster of spaces in neighboring buildings to create Maude Alley. Their vision was to provide venues for other small businesses to “launch,” and currently includes two of Honesdales best restaurants (more on that below), Mt. Pleasant Herbary, and Letterhead Comics. The duo also spear-headed the Great Wall of Honesdale, which can be seen on the south side of town.

One of the standouts shops in town is Velvet Maple, with two boutiques in one. The space is a repurposed auto garage, evidenced by the Mobil pegasus on the wall. (Owner Alessandra uncovered it after removing the drop ceiling in that space.) The front of the shop carries apparel and home goods; the back has a flex space with rotating pop-ups. Currently it’s being used by The Wooden Nickel, whose incredible vintage collection is curated by Sommer Santoro. The opposite of cute-kitschy, Wooden Nickel is like the tough big brother to most vintage shops, specializing in leather jackets, creepy masonic and Odd Fellows paraphernalia, as well as other small oddities. It also has an amazing selection of clothing and blankets. If you’re into this aesthetic, chances are you’ll also love Sommer’s husbands tattoo shop  American House Tattoo, in the next town up.

Another Main Street highlight is non-profit art & event space, The Cooperage. On Saturdays, the space opens to the public for a farmers market, where local vendors sell locally grown produce and artisanal goods. Lunches are prepared by the delicious Anthill Farm Kitchen, using produce from their farm which is also sold at the market. On other days, the space is used for educational series and art performances; check here for a schedule of events. Wayne County Arts Alliance is also doing some cool stuff in the arts community; check their events calendar here for studio tours and the like. Event-wise, Second Saturdays in Honesdale are especially fun, where downtown businesses team up and stay open late to create kind of “festival town” network of music, art, comedy and community happenings.

In Honesdale’s art world, the current highlight is undoubtedly Basin & Main, where artist Samuelle Green exhibits her incredible work. Currently on view is the Paper Caves, where Samuelle and her team rolled up some 1 million book pages and set them into chicken wire, creating wavy walls that form a sculptural “cave” system. The installation is due to end sometime in early 2018. GO!

Those looking for outdoorsy adventure need not look far from Honesdale. Its plateau-like landscapes in much of the region make for some magnificent waterfalls. Fifteen minutes north of town, a really short jaunt down a steep hill (really, use caution!) will take you to Tanners Falls. There are multiple vantage points of the falls; the picturesque scene from the bottom is made complete with a rusty train trestle. Other waterfalls of note in the region include Bucks Falls, Darbytown Falls, and Wangum Falls.

There’s a few ways to take in the outdoors right in town, too. A short but steep 1-mile hike to Irving Cliff doesn’t take long, and affords a crazy-amazing view over Honesdale. Time the hike to watch the sun sink over the mountains surrounding the town. For a more leisurely way to take in the outdoors, a ride on the Stourbridge Line is pretty delightful. The 2.5 hour scenic ride heads 25 miles through the Lackawaxen River Valley, much of it along the river. Each train car is vintage, some dating back as far as 1920. Rides follow a seasonal schedule with weekday and weekend service.

Where to Eat & Drink in Honesdale

The food scene in Honesdale puts other small towns in the region to shame. For breakfast or lunch, check out the cafe at the Yoga International headquarters, where you can take a class before or after a light meal. Menu offerings include healthier fare like salads, quiches, and the best veggie burger in town. For lunch, sister cafés Bà & Me and Emma are both excellent and share a kitchen between their two small dining rooms. Bà & Me serves fresh, elevated Vietnamese; think noodles, rice bowls and sandwiches. Next door, Emmá serves up vegetarian salads, sandwiches, tacos, and scratch-made soups.

Depending on your beverage of choice—coffee, tea or beer—Honesdale has a nice variety of cool spots to kill an afternoon. Coffee lovers should check out Black & Brass Coffee Co., who roasts and brews in their super cozy cafe. Don’t pass up their cold brew, which is incredible, and available in growlers to go. For a similar-but-different vibe, Loose Leaf Pages is combination tea room/indie bookshop with a number of tables and couches to cozy up and read a book. The high-quality teas are wonderful, as are the homemade desserts. Beer enthusiasts should check out Here & Now Brewing for an afternoon beverage, or a bite to eat. The food menu offers “local, seasonal, whimsical” fare like pizzas, salads, tacos and more. On weekends the brewpub is especially lively, with live music accompanying diners.

For dinner, Dyberry Forks is the farm-to-table gem of the town. The interior is dreamy, the cocktails are strong, and the food is delicious. Check it out on Sunday for Sunday Suppers, when a 3-course prefix meal will only set you back $20. For something more casual, check out local fave Alley Whey for a fantastic grilled cheese or wood-fired pizza.