One of my favorite times of year. The weather may be sunny/gray/raining/sunny (in one hour) but the trees will be turning and there's still plenty to see.

I 'd spend the first night in Anchorage and just get a feel for the place - drive around town, see the floatplanes at Lake Hood, just get acclimated.

The next morning, head south on the Seward Highway to Girdwood, around 45 min. down the road. The scenery along the highway (Turnagain Arm) is truly spectacular, and keep an eye out for Beluga whales in the water and/or Dall sheep on the hillsides above the road.

Carb up and caffeinate with a cinnamon roll (omg) at the bakery at the Alyeska resort hotel - http://www.thebakeshop.com/ then continue down the highway to Portage Valley (look at hanging glaciers on the peaks) and through the tunnel to Whittier. Philips will still be running their "Glacier Quest" tour out of Whittier - http://www.phillipscruises.com/route.htm - well worth the money and the 3 1/2 hours.

Back to Anchorage that night, or if you want to stay at the Alyeska hotel, that would also be an excellent choice. (You could eat at the Double Musky in Girdwood - good food but pricey and the owner was one of Ted Stevens' enablers ) That way you could ride the gondola up the next morning and still be back in Anchorage that afternoon. (Note the gondola stops running on the 29th.)

Pretty full three days.