The third-largest city in Texas offers culture, fine cuisine and tons of retail therapy. We hope your boots are made for walking, because this is Dallas, TX -- in 48 hours.

Where to Stay
Hotel Zaza
Hotel Zaza, located just across the freeway from the city's arts district, is a boutique hotel that bills itself as a cross between a villa in Cannes, a West Hollywood hot spot and a zendo, or Asian meditation hall. Guests love the sun-drenched pool, themed suites and decorated hallways. It's a comfortable destination resort with a flair for the dramatic.

The Magnolia
The Magnolia is housed in one of downtown Dallas' most famous buildings; the landmark Magnolia (later Mobil) Oil site is easily identified by the illuminated rooftop Pegasus. Many of the building's original architectural details have been diligently preserved, but the hotel is also a state-of-the-art, refined and stylish home away from home. The Magnolia Room occupies the entire second floor and offers guests a stocked library, billiards, TV, bar and wi-fi. It's also where you'll find complimentary breakfast each morning and milk and cookies each evening.

Bailey's Uptown Inn
Bailey's Uptown Inn has the feel of a remote bed and breakfast although it's located in the heart of Dallas and offers the amenities of a larger luxury hotel. Each room is tastefully yet simply decorated and several offer fireplaces, Jacuzzis and private porches. Quaint, comfortable and extremely homey, Bailey's Inn is the perfect alternative to anonymous hotel living.

Where to Eat
Fearings
For Southern cuisine with an imaginative twist, visit the casual but chic Fearings. Located in the Ritz-Carlton, Zagat named this newly opened restaurant number 1 in domestic hotel dining. While on the pricier side of Dallas dining, it is one of the city's best restaurants and the premier choice for an evening of fine dining. While the menu does change, dishes like peach barbecue-glazed bob white quail give you an idea of the kitchen's elegant Southern cooking.

Five Sixty
Located atop Dallas' 560-feet-high Reunion Tower, Five Sixty is Wolfgang Puck's new Asian-style restaurant. While Puck's fare is consistently satisfying, visitors to Dallas will love the rotating bar; it serves over a dozen kinds of sake and offers stunning views of the Dallas skyline.

La Duni
La Duni offers some of the best Tex-Mex in the state. From the appetizers, like stuffed arepa and empanadas criollas, to the desserts, like cuatro leches cake and Nutella milk chocolate cake, La Duni's menu is simply mouthwatering. In the evening, fantastic cocktails, like the ever-popular Margarinhas and Mojitos, are added to the menu.

What to See & Do
Walking Tour of the Arts District
Dallas' art district is a 19-block area that includes the new Dallas Center for the Performing Arts and the Nasher Sculpture Center. The Performing Arts Center is a 4-venue complex for music, opera, theater and dance in a relaxing parklike atmosphere. The Nasher Sculpture Center houses a lush garden with works from Rodin, Henry Moore and George Segal.

Katy Trail
After taking in the cultural side of Dallas, breathe in some fresh Southern air at Katy Trail. The 3.5-mile path winds through the city's wooded parks and urban neighborhoods. The trail is favored by locals looking to jog or stroll, so it's a great way to experience Dallas like a local -- and can easily be walked in 1 or 2 hours.

Retail Therapy
When it comes to shopping, it's true that everything's bigger in Texas. Inwood Village is a landmark 1949 shopping center with a wide range of boutiques and eclectic stores. Highlights include Rich Hippie for retro clothing, Haute Baby for the tiny trendsetters and Forty Five Ten for high-priced one-of-a-kind fashion, accessories and home goods.

After Dark
Rattlesnake Bar
Cowboy hats meet skinny jeans at the trendy Rattlesnake Bar, a plush cocktail lounge on McKinney Ave. The Dean's Margarita with agave juice is a popular choice as are the spring rolls with achiote pulled pork. Rattlesnake Bar is the Dallas locale to see and be seen. Dress code? Labels and heels.

Dan's Silver Leaf
For a more down-home evening, head to Dan's Silver Leaf in nearby Denton, a colorful dive bar that's also the hub of the unplugged music scene. Order a cold one, listen to some local talent and mingle with Texans. Dress Code? Who cares.

Travel Channel Insider's Tip:
Sure, you've walked the walk, but can you talk the talk? Pick up some Texas talk. And even if it's not that handy, it sure is fun to say.