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And while everybody knows you're gonna have fun in New York or San Fran or Austin, not everybody thinks about the TON of smaller cities that -- much like teams during March Madness -- can absolutely hang with any big metropolis for at least a weekend.Fun cities that don't get the recognition they deserve, but that are loaded with amazing bars and restaurants, and enough activities that you'll spend most of your trip repeating: "I can't believe there's SO much do here." But which ones are worth trading a trip to the big city for?Northampton's also a hotbed of live tunes with a solid ensemble of venues (the Calvin Theatre, Iron Horse Music Hall, Academy of Music); a lot of bands pass through town so if that's your jam, see who's playing here.And finally, you don't come to Western Mass to sit inside, so spend a day exploring the surrounding area. ) as you drive along the Route 47 Scenic Byway toward South Hadley (just be sure to grab a coffee at the Thirsty Mind when you get there); or, if you're up for venturing a little further from home, visit the insanely popular Tree House Brewing Co.And if you're with kids/family, be sure to hit up the Living Desert, the surprisingly cool local zoo. And then roll up the next morning to brunch at Pinocchio's for breakfast favorites and bottomless Champagne.The nightlife here is quirkier than one would expect in a posh So Cal resort city. - Population: 54,076 Must-eat/drink: Pretty much anything at Kent Black’s BBQ Don't leave without: Packing a chest of ice (and beer) and floating down the San Marcos River. Weekend highlights: San Marcos is a tourist destination for people all over Texas because of its proximity to Schlitterbahn, the insanely cool and super-old water park in nearby New Braunfels (one of the "coolest suburbs in America) that lets you bring in your own food/beer and has certain water slides that empty into the actual river (kind of gross, kind of cool).At night, get a little bit out of town and spy the brightest stars in Southern California.

) Don't leave without: Taking in the scenery: hike the Indian Canyons to the relics at Moorten Botanical Garden.

Or grab dinner waterside at Spikes or a hot pizza on the channel at the Barbee Landing.

-- Population: 28,495 Must-eat/drink: Ice cream from Herrell's, craft beer at The Dirty Truth Don't leave without: Hiking to the top of Mount Tom or Mount Holyoke for stunning views of the Pioneer Valley; seeing a show at the historic Calvin Theatre (opened 1924) Weekend highlights: If you didn't know any better, you might mistake this artsy enclave on the Connecticut River with any big city square in Cambridge or Boston.

Much as we did a few months back when we narrowed down over 300 big US cities to the 25 best for spending a weekend, we turned our extensive team of local experts loose on the of towns with populations UNDER 90k to figure it out. Same criteria: take into account all the components of a fun three-day getaway -- from restaurants, bars, and breweries, to parks, museums, and outdoor activities -- and then rank the best 25.

Population: 40,167 Must-eat/drink: Fried chicken and waffles at Tusk & Trotter Don't leave without: Hitting the Walmart Museum, housed in Sam Walton's original 5&10.

Love or hate the big-box store, history is still fascinating.