Excepts from the locally produced "Bay Area Backroads":

The Carquinez Straits is really the mouth of the Sacramento River, and there are lots of historic towns along its banks including Benicia.

Some people say this is where the Gold Rush actually got started, where Jack London used to stop for a drink, as he did in many towns in the Bay Area, and where the state capitol of California once stood. It's a city proud of its past, creating a colorful future.

Most Bay Area residents have heard of Benicia, but comparatively few of us ever think to go there.

"They're aware that it's there, but they're not quite sure, isn't that an industrial town?" says resident Scott Zoog.

Truth is, there's more to Benicia than you might think. From its history-laden streets, its lovely little downtown, to its eclectic and creative residents, Benicia has plenty to boast about, and it's definitely worth a visit.

Benicia is located about 35 miles northeast of San Francisco, along the shores of the Carquinez Strait between highways 680 and 780.

A good place to begin your exploration is on First Street, where old Benicia blends with new. You can find many antique shops, restaurants and cafes. There are world-class glass studios and art galleries of all kinds. Wonderful views seem to be everywhere and so do historic buildings.

Long-time Benician Beverly Phelan is the director of a local museum and loves showing off her hometown's history.

"This is what is left of the Von Pfister adobe which was built in 1847, it was the third adobe built in Benicia," says Beverly. That dilapidated old building may not look like an important historical landmark, but it is.

"Word of the Gold Rush started here," says Beverly explaining that is the actual spot where a man named Charles Bennet first spilled the beans about a gold strike at Sutters Mill in the Sierra Foothills.

"So when he came here, he had a few drinks because it was also a bar, and after a drinks he kinda told what was here, they were talking about coal and he said, 'Oh I've got something better than that, there's gold in them thar hills."'

Word spread quickly causing Benicia, and much of California, to boom.

"This brought a lot of people," says Beverly, "because we were the gateway to the Sierras."

Benicia boomed again in 1879 when the Transcontinental Railroad came to town, helping connect the east coast with the west.

"It would go straight through here," shows Beverly. "The track went out on the pier there and went onto the railroad ferries that came into the slip, and they connected the tracks, and on the trains went. They could take four trains at one time."

The train ferries were put out of business by a railroad bridge built in 1930, but the restored train depot still remains, and so does another prominent historical site just a few blocks away.

"It was our city hall, it was a library, the police department was in there," says Beverly.

It was also the capitol building during Benicia's brief stint as California's seat of government.

"The building was built in 1852," says Beverly.

Today, the old state capitol building is a state park where volunteer docents, such as Ron Rice, teach people about Benicia's political past. Tours can be arranged, but visitors are welcome to stop by everyday to take a look inside the senate chamber, and if you look closely, you might see some familiar names.

"Mr. Denver, he was here, we have Mr. Stockton, Mr Livermore," says Ron.

History, however, is not all there is to Benicia. Art is big here too.

"It's a very experimental piece," says Erika Von Der Heyden. "It's where we're putting metals in between the glass."

This is Benicia's old arsenal. Established in 1852, it once housed military weapons; today it houses creative folks of all kinds.

"It's a wonderful to be surrounded by creative fun people," says Scott Zoog.

The arsenal is now a designated live-work area where dozens of artists and crafts people make their homes, and some amazing artwork.

"We have about 120 patterns," says Bruce Bradbury, one of the arsenal's first artists in residence. "I needed a long space to put wallpaper tables because they're almost 100 feet long."

Bruce runs Bradbury and Bradbury, an historic wallpaper company specializing in 19th and early 20th century designs.

"People normally think of wallpaper as just strips of paper on a wall, whereas in the 19th century there were 13 different kinds of wallpaper in a room," says Bruce.

Bruce's wallpapers can be found on walls and ceilings around the world and in homes and businesses right here in Benicia.

And so can other local works of art. Creations here come in many forms.

"The glass, when it gets soft at about 1400 degrees, drops into a square that we've cut out," says Erika.

Erika Von Der Heyden and Scott Zoog have been living and working at the arsenal since 1993.

"It's a pretty tight knit community," says Erika. "We all know each other and trade things and help each other out."

They fuse metal and glass to create free-form sculptures and one-of-a-kind glassware.

Many consider Benicia a one-of-a-kind town. A unique mixture of art, industry and history that has transformed over time, but holds onto its past. Cherished by those lucky enough to have found it.