Far below the surface of Chattanooga's historic Lookout Mountain, two-hundred-million year-old stalagmites studded the cave path like teeth jutting from the jaws of a Great White shark. We walked a path that zigzagged through the dim cavern 1,120 feet below the surface, the sound of water a steady hum in the distance. In front of me, my friend John climbed through a narrow passageway.

"Ouch!," he yelled.

Our guide, Adam, grinned. John, over six feet tall, had just had a run-in with Headache Ridge, one of many astounding rock formations at Ruby Falls with fitting names such as Frozen Niagra and Cranium Pinball. "Tall people, watch your heads," Adam said. "Short people, watch the tall people hit their heads."

Soon, the sound of water grew to a roar, and the passageway opened into an immense cavern. A waterfall, illuminated by spotlights, thundered from a hole in the ceiling as if shot from a fireman's hose, plunging 145 feet into a crystal-clear, four-foot deep pool on the cavern floor. Ruby Falls now ranks as one of the most popular attractions in Southeast Tennessee, and we can thank explorer Leo Lambert and his wife, Ruby for excavating these caverns more than 70 years ago.

I'd almost turned down the invitation to visit Tennessee; Chattanooga seemed somewhat dull in comparison to an Eastern European vacation I'd recently had to cancel. Once there, though, I found that Chattanooga has much to offer. Split down the middle by the meandering Tennessee River and ringed by scenic mountains, the city offers natural beauty treasured by nature lovers and outdoor sports enthusiasts alike. Plus, big changes are underway: Chattanooga's ambitious 21st Century Waterfront Plan, unveiled in 2002, completed this year. The plan includes the redevelopment of the north and south shores of the Tennessee River in downtown Chattanooga, bringing with it new economic, cultural and educational opportunities.

The 21st Century Waterfront Plan will finalize Chattanooga's return to the river, which has been vital to Chattanooga ever since Hernando DeSoto stopped here during his travels along the river in search of gold back in 1540 - 1541.

Although we weren't searching for gold this time, we did want to explore the city, so we returned to our car by descending from the upper station on Lookout Mountain via the mile-long Incline Railway, which gave us a panoramic view of the Great Smoky Mountains poking through the late-afternoon clouds some 100 miles away.

First on our agenda - a musical dinner at the historic Chattanooga Choo Choo Hotel's Station House restaurant, as fun as any restaurant in Eastern Europe could have been: the waiters serenaded us during our meal.

The next morning we enjoyed a sumptuous buffet breakfast at the Broad Street Grille in our hotel, the Chattanoogan, after which we took a peak at the restored classical revival mansion that houses the Hunter Museum of American Art, which once served as the home of magnate and philanthropist George Thomas Hunter.

Next we walked to the Tennessee Aquarium, which ranks as the world's largest freshwater aquarium and features more than 9,000 animals that swim, fly and crawl.

Aquarium visitors follow all the places the Tennessee River goes - from the source in the Appalachian high country, through its midstream to the Mississippi Delta, including a 60-foot canyon and a refreshing cove forest. As part of the 21st Century Waterfront Plan, a new, $30 million expansion will feature a 500,000 gallon saltwater tank, to complete the story of a drop of water's journey from the mountains to the Gulf of Mexico.

For lunch we chose another downtown venue, created by Nick Jessen in a derelict foundry -- the Chattanooga Market. At this culturally diverse venture, craftspeople and growers sell their wares while live musicians and other performers entertain (open Sundays). We munched on salad and pizza while enjoying the exotic performance of a local bellydance troupe.

A stroll along the Tennessee River in Coolidge Park helped us walk off the food. The park's fully restored antique carousel, complete with a 52 animal menagerie, includes a well-dressed frog, a leaping tiger, and an iridescent fish, all carved by Bud Ellis and his students at Chattanooga's Horsin' Around, the only carousel carving school in the United States.

For a change of pace, we spent the evening in Chattanooga's Bluff View Art District, an artistic haven of shops, galleries and restaurants hovering atop the south bluffs of the Tennessee River. Chattanooga's industrialists and landowners valued the area's coveted view, building homes there until the turn of the century.

After a dinner at the McClellan House, a seven-room bed and breakfast dating back to the 1800s, we admired the River Gallery sculpture garden, often used as a background for wedding photos.

Later, a peak in the district's bakery showed us how 500 - 600 loaves of bread are baked each day (the French Oven holds 192 loaves at a time). We topped off our evening with a visit to the River Gallery, which offers fine art and crafts created by world-renowned artists, as nice as anything I could have seen in Europe.

On our last morning, we drove to Lookout Mountain again, this time to walk the quiet woodland paths of Rock City Gardens, whose history began in 1823 when sightseers came and rode mules through the naturally formed "streets" among the rocks. Frieda and Garnet Carter introduced the gardens to the public in 1932 after Frieda spent four years forging a path through the wilderness.

Slivers of sunlight pierced through the trees as we threaded our way among 400 species of plants, birdsong breaking the silence.

Once again, I followed John's tall figure. This time, he'd learned from his mistake at Ruby Falls, and ducked under a narrow passage called The Needle's Eye.

"Learned something, huh?" I quipped.

He turned and grinned.

But I realized I'd learned something, too: It's not necessary to travel around the world to experience the thrill of discovery. Sometimes you'll find it in your own backyard.