"Five ... four ... three ... two ... ONE!"

With a visual whoosh, Bentleyville Tour of Lights lit up as the waiting crowd cheered. Three million lights in a carnival of colors transformed a damp foggy December evening, festively tugging us forward into Duluth's Bayfront Festival Park.

Volunteers passed out cups of cocoa and cookies, and we followed the crowd through tunnels of lights to gaze at the 12-story tree that looms above Bentleyville. It occasionally flashed in patterns, pulsing to holiday music that ranged from acoustic guitar carols to Jimmy Durante's "Frosty the Snowman."

The Bentleyville light displays outgrew founder Nathan Bentley's home in Esko, Minn., and debuted in Duluth in 2009. It takes more than 900 volunteers almost two months to set up decorations that fill nine semitruck trailers.

We admire all of them while walking a path that circles displays ranging from dinosaurs and erupting volcanoes to a Nativity scene and Noah's Ark. There's a distinctive Northern flair, as well, with Santa on a snowmobile, ore tankers and tall ships, a dogsled team that seems to surge forward, fish and frogs that appear to jump from lakes, and a moose and an elf that portage a canoe.

The latter left us wistful for summer camping. No problem. Halfway through Bentleyville, we were roasting marshmallows while wrapped in the warmth from several bonfires.

Along the final stretch of Bentleyville, we looked away from the lights and paused to admire the real Aerial Lift Bridge. It looked smudged and otherworldly, but Duluth's sounds of seagulls and a foghorn's deep bass blare blended with the holiday music.

See the lights: Bentleyville opens the week of Thanksgiving and runs nightly through Dec. 26 (www.bentleyvilleusa .org). It takes about 45 minutes to see the displays, but you'll need at least an hour if you have kids under 10 who want to visit Santa. Admission is free (including cookies, cocoa, popcorn and marshmallows), but monetary donations are welcome, as well as nonperishable food or new unwrapped toys. Nearby parking is $5. It could be the last year for the tour amid a legal fight over public access to the event.

Ride the Polar Express: A conductor yells "All aboard!" and kids (sometimes in pajamas) scramble to climb onto the North Shore Scenic Railroad's Polar Express at the landing below Fitger's. Adorned in lights, it rumbles to Duluth's 1892 Depot. Inside the Lake Superior Railroad Museum, a Lionel model train set whirs to action and a full-size steam engine chugs to life, spewing smoke and blowing its whistle as kids gather for an interactive reading of the book "The Polar Express."

Each child receives a token bell and gets to visit with Santa before heading back to cookies and cocoa at Fitger's ($16/person; 1-800-423-1273; www. northshorescenicrailroad.org).

North Shore Scenic Railroad also runs trains from Fitger's to Bentleyville several times a night for $6/person.

Tour Union Depot: Whether you're riding the trains or not, it's worth a visit to the chateau-like Union Depot. It brings to life its heyday by letting guests climb aboard many parked trains, marvel at engines like the steam-powered rotary snowplow used to clear tracks, and window-shop in replicated turn-of-the-century downtown ($6-$12; 1-218-727-8025; www.lsrm.org).

Mansions all a-glitter: December may be the best time to admire Duluth's many mansions, a legacy of boom years when it claimed more millionaires per capita than anyplace in the United States. If you're traveling without kids, you can stay in one of seven historic homes operating as bed and breakfasts. (www.duluthbandb.com)

Have a holiday brunch: You can enjoy a holiday tour and brunch buffet Sunday at the Glensheen estate, Duluth's most famous mansion ($15.95-$31.95; 1-218-726-8910; www.glensheen.org).

Savor scenic slopes: Overlooking the city and the lake, Spirit Mountain (1-800-642-6377; www.spiritmt.com) offers 22 downhill ski runs and claims the Midwest's largest terrain park. The resort also grooms 22 kilometers of Nordic ski trails and tubing runs and operates the Timber Twister alpine coaster and double-seat Timber Flyer zipline year-round.


Edgewater Resort and Waterpark provides free bus shuttles to Bentleyville, and you also can board the Bentleyville train here. Room packages with train tickets and pizza start at $69 weeknights and $129 Saturdays (1-800-777-7925; www.duluthwaterpark.com). All rooms include passes to the tiki-themed activity pool, lazy river and slides, and you can pay extra for lakeside suites with balconies.

The easiest place to stay if you're riding the Polar Express is Fitger's Inn, a converted brewery above the tracks and overlooking the lake. Bentleyville specials start at $110 on weeknights and $135 on weekends. (1-888-348-4377; www.fitgers.com). Bundle up and you can walk to Bentleyville from lakeside Canal Park hotels such as Canal Park Lodge. Kids will appreciate the pool and board games at the desk. Rooms start at $110 on weeknights or $150 on weekends (1-800-777-8560; www. canalparklodge.com).


Savor Duluth's ethnic roots without straying far from kid-friendly foods. Va Bene Berarducci's Caffe (1-218-722-1518; www.vabenecaffe.com) just north of Fitger's serves porchetta paninis, pastas, pizzas and has gorgeous lake views from its sunroom. Go about seven blocks farther to continue the Italian theme with gnocchi, ravioli and breakfast bruschetta at Valentini's Vicino Lago (1-218-728-5900; www.valentinisduluth.com).

For Scandinavian-influenced soups, wraps, salads and pizza that uses lefse as the crust, grab a table at downtown's artsy but casual Takk for Maten (1-218-464-1260). The coffeehouse lures a steady breakfast crowd with fragrant plates of cardamom French toast or waffles with lingonberries.


Reach the visitors bureau at 1-800-438-5884 or www.visitduluth.com.

St. Cloud-based Lisa Meyers McClintick wrote the recent guidebook "Day Trips From the Twin Cities" and the "Minnesota Lake Vacations" mobile travel app.