Burlington, Wisconsin, about 80 miles north of Chicago off I-94 and a comfortable hop from Lake Geneva on Highway 36, is a pleasant city of 9,000 whose chief claim to fame is the big Nestle chocolate factory on Pine Street. Unfortunately, the only time Nestle operates an outlet store for the public is during the annual Chocolate City USA festival, a weekend-long music and pig-out exposition, scheduled in 1991 for May 17 through 19. That is, in fact, the very best time to visit Burlington, but it’s worthwhile almost anytime, with a little advance planning. For more information about the chocolate festival, contact the Burlington Area Chamber of Commerce, 140 E. Chestnut St., Burlington, WI 53105, 414-763-6044.

Best of Chicago voting is live now. Vote for your favorites »

There are several quirky museums in town; all require you to give them advance notice most times of the year. Teacher Place & Parent Resources, at 492 N. Pine, is the site of the Spinning Top Exploratory Museum. Judith Schulz, the intense owner of this one-woman operation, puts on a 75-minute show, which includes videos and demonstrations of some of her 1,000 antique and modern tops, 35 of which can be held or spun by all attendees. If you catch her enthusiasm, there are 120 types of tops for sale–including flipper tops, which turn over and spin on their handles, and others that create assorted optical illusions. The cost is $2.50 a person, by group appointment or reservation on regularly scheduled dates; call 414-763-3946 or 414-728-5623.

Reed is also the contact for the Whitman School, a recently–and lovingly–restored one-room schoolhouse dating from 1840. Moved from its original site in downtown Burlington to Schmaling Park, at Sheldon and Beloit streets, it now has reproductions of authentic two-seat desks (complete with scuff marks on the bases), slate blackboards, and a map of the United States dating from 1846, two years before Wisconsin became a state. Also worth seeing, for history buffs, are the Historical Society Building, at Jefferson Street and Perkins Boulevard, and the Log Cabin Museum in Echo Park. The buildings are all open on Sundays and holidays during the summer from 1 to 4 PM and other times by appointment. Contact Henrietta Vande Sand at 414-763-3756 for details.

After dinner Adrian’s Frozen Custard, 572 Bridge St. (414-763-8562), is without peer. Locals like to get a cone or cup of this exceptionally creamy soft-serve before or after one of the regular concerts by the Burlington Kiwanis Civic Band, held in the old-fashioned bandstand across the street in Echo Park weekly throughout the summer. For a schedule, call the chamber of commerce (414-763-6044) or look for the ad in the weekly Standard Press. Other recommended eateries are the Town Fryer Restaurant, 116 N. Main St. (414-763-9940), also run by the Adrians, a family restaurant serving breakfast, lunch, and dinner; and the Foxville Restaurant, 141 N. Pine St. (414-763-5252). “You can eat yourself silly for a couple of dollars,” says one longtime resident, who particularly commends the pecan Belgian waffle. For a good cheap breakfast, check out the funkily decorated clubhouse at the Brown’s Lake Golf Course (3110 S. Brown’s Lake Drive, 414-763-6065), where you can get one egg and toast for a buck, two pieces of French toast for $1.30, and endless coffee and a homemade doughnut for 81 cents; they also have a nice variety of inexpensive lunchtime burgers and sandwiches. Campers and creative picnickers should investigate Fox Liquor, 216 N. Main St. (414-763-4744), which boasts a cellar containing 250 kinds of wine from 14 countries.