Reno has always been the Randy Quaid to Las Vegas's Dennis--less sexy and sophisticated but silly and fun nonetheless. Lately, Reno has been growing up and showing off a profundity Vegas lacks, attracting queer residents and tourists who like their $3 surf and turf with a side of Warhol.

The town once known for quickie divorces and cheap slots is now hosting "Andy Warhol's Dream America," a thorough retrospective of the pop artist's legacy being held at the striking four-story Nevada Museum of Art (160 W. Liberty St., (775) 329-3333, www.nevadaart.org). The NMA's wide-open spaces, designed by Will Bruder, invite lengthy observations of Warhol's soup cans and Marilyn worship. The multiroom exhibit lasts until May 27, with films, parties, and lunches complementing the art. But even if you find your way to Reno after Andy leaves town, a visit to NMA--the only accredited art museum in the state--is essential.

After all that culture, it's time for a drink. The NMA, only four blocks south of the city's downtown casino district, is in a delightful arts hood a world away from neon and showgirls. Cute bars, restaurants, and shops are cropping up, and the delicious Chocolate Bar (475 S. Arlington Ave., (775) 337-1122) is the neighborhood's piece de resistance. Like something out of nearby San Francisco, the tasteful cafe/bar serves up cocktails spiked with exotic touches like German cocoa and lavender essence. Staff and patrons are dressed sharply, and the bar is bathed in soft lighting and muted neutrals. Adding a nice touch are small televisions running old cartoons and classic films on a silent loop.

After a chat-tini and brie plate at The Chocolate Bar, take a stroll down California Avenue, which offers cooler wares than those found in West Hollywood. At the Kalifornia Jean Bar (290 California Ave., (775) 329-5326), you'll get a glass of wine to keep your buzz going as you shop for designer denim.

A cool outfit will be necessary when you head for dinner at Dolce Enoteca e Ristorante (located in the Grand Sierra Resort & Casino, 2500 E. 2nd St., (775) 324-9444), the new Reno outpost of Ashton Kutcher's Los Angeles Italian eatery. Like its namesake, Dolce's ambience is trendy, the food rich, and the wine selection varied. The tuna tartare--ahi-grade tuna mixed in with a soy-ginger-garlic marinade--will leave you melting into the restaurant's black leather seats.

After your luxurious meal, a tour of the Sierra could be a good way to walk off calories. Formerly the Reno Hilton, the Sierra is in the midst of a major upgrade where old suites are being gutted and replaced with glam condos for the upwardly mobile. A water park is planned for the property, as is a new wine bar.

Gambling is at your feet, but blowing your money may be more fun at the nearby 5 Star Saloon (132 West St., (775) 329-2878), an island of gay hipness amid the hetero flash of downtown Reno. The drinks are cheap and the music hot--think up-tempo Smiths songs and tipsy girls that look like they escaped from The L Word set.

Even if you're hungover the next day, you'll just have to muster the will to get to Lake Tahoe and hit the slopes. The Sierra Nevadas are a gorgeous sight to behold (more picturesque than the peaks surrounding Vegas), and the closest resort, Mt. Rose (22222 Mount Rose Highway, (800) SKI-ROSE, www.mtrose.com), is only 30 minutes from downtown Reno. Northstar-at-Tahoe (100 Northstar Drive, Truckee, Calif., (800) GO-NORTH, www.northstarattahoe.com) is a little further than Rose, but bigger and with gondolas. If you ski or board for just a day, you'll be able to skip the gym for a week. It's an intense workout that will leave you feeling at once powerful and sore.

Even if your thighs remain loose as a goose, you should still book a massage at the Siena Hotel Spa Casino (1 S. Lake St., (877) 743-6233). The luxe spa is a tranquil oasis that complements the frenetic pace of a long weekend well spent in the "new" Reno.