MIDWAY, Ky. - We were late for Smarty Jones.

I had made this appointment almost three months in advance, and I did not want to miss seeing him. As we drove along Old Frankfort Pike, up and down rolling hills lined with white plank fences and dotted with horses grazing on bluegrass, it occurred to me that this drive was a worthy tourist destination in itself. But we were in a rush.

As we roared past the bucolic scenery, we quickly sorted our priorities. Lunch? No time - we had corn chips for the kids. Water? I had a Dixie cup; we'd find a faucet on the farm. The kids were whining as we pulled into majestic Three Chimneys Farm just in time for the 1 p.m. tour.

Thirty minutes later, food and water were the last things on their minds as we stood in a group outside a padded, round room - the breeding shed.

"There won't be any candlelight or romantic music," our tour guide joked.

My daughter, Alice, 7, stood in the back with me, desperately trying to find a break in the crowd through which she could witness the action. I didn't help her. My son, Arthur, 5, sat on my husband, Craig's, shoulders.

"Turn him around when they get going," I whispered. He nodded. This was more of a lesson in the birds and the bees than I was ready to give them. But I shouldn't have been so surprised. We were, after all, on a tour of Kentucky horse country, where breeding is big business, and successful stallions can command more than $100,000 for every successful "date."

You don't have to go to a breeding shed to get a sense of Kentucky horse country. Take any road out of Lexington and you're bound to come across one of about 500 horse farms. Most of the farms that welcome visitors require advance notice. Or you can simply take one of the organized bus tours.

There's also a vet hospital that allows visitors to see a horse surgery, a horse retirement farm, an equine humane society, and, of course, the racetracks.

We had started talking about our trip to Kentucky more than a year ago, when I was already enamored of Smarty Jones and had not yet fallen in love with Barbaro. After what has been an emotional year for even the most casual horse fan - with Barbaro's amazing win in the Kentucky Derby and then his injury and eventual death - I worried that the trip was no longer a good idea. But if there is anything present in the breeding sheds and in the air at Churchill Downs just weeks before the Kentucky Derby, it is hope.

The Kentucky Horse Park, a working farm dedicated to man's relationship with horses, was a great place to begin. At the Hall of Champions, we were introduced to John Henry, one of the most famous thoroughbreds of all time. He's 32 years old and grumpy as ever, our tour guide informed us, but he was clearly happy grazing in his big paddock on the well-kept grounds in Lexington.

We also saw the Parade of Breeds, which showcased some of the almost 50 breeds of horses that live at the park. It illustrated that the thoroughbred is not the only horse in the world, though in Kentucky you might forget that sometimes.

The park also offered an informative museum, a big playground, and pony rides for the kids.

The next morning, we went to Claiborne Farm in Paris, where 1973 Triple Crown winner Secretariat was sired, stood at stud and is buried. We were led around by Tony Battaglia, a "stud man" who works with the stallions. Of the horses sired at the 3,000-acre farm, which has been owned and operated by four generations of the Hancock family, 61 have gone on to win at least one Triple Crown race - the Derby, the Preakness and the Belmont; six of them won all three.

We were introduced to the most famous of the farm's studs, including Eddington and Derby winner Monarchos. We saw the stall where Secretariat once lived, and we saw his grave.

The next day, we had breakfast at the Track Kitchen at Keeneland Racetrack in Lexington, sitting beside trainers and exercise riders still wearing their helmets. The one conversation we overheard, however, had nothing to do with racing. They were discussing why Sanjaya was still on American Idol.

Another highlight of the week was our visit to Old Friends, a retirement farm for thoroughbreds that were otherwise unwanted, including some that were bought off the truck headed for slaughter. There are about 25 horses at the Georgetown farm, and they all have impressive histories. Two standouts were Popcorn Deelites, who played Seabiscuit in the 2003 movie, and Sunshine Forever, who is Barbaro's uncle.

Because Barbaro is the reigning Derby champion - until Saturday - his stable's blue-and- green colors are all around Churchill Downs and the Kentucky Derby Museum, from the painted lawn jockey to the museum's horse statue and the admission wristbands.

The walking tour took us to the track, where we saw the grandstand's famous twin spires up close. Back at the museum, we saw the video The Greatest Race on a screen shaped like a racetrack. We cheered Barbaro's Run for the Roses.

A supplemental backside tour allowed us to visit the horses that live at the track in Louisville. As we left, I noticed the sign: 35 days until Derby.

During our tour of Three Chimneys, we took photos of Smarty Jones outside his stall - handsome, strong and lovely as ever. This is the third season that he's been been standing at stud, but we just missed seeing him in action.

When I signed up for the tour, there was no mention that we would witness a breeding. The tour guide makes that decision based on the timing and the group.

Our group was lucky, although I was torn between covering my kids' eyes and watching Flower Alley - a Todd Pletcher-trained grade-one stakes winner - meet his date. The mare waited patiently, with booties on her back hooves to soften any kicks, and her tail tied and held out of the way. When Flower Alley got up on his hind legs, the mare didn't seem to mind.

It was over in a minute, and I had almost forgotten about my kids until Alice - frustrated that she wasn't able to see anything - asked, "What happened?" I glanced up at Arthur. Craig hadn't turned him around fast enough.

"First they fighted, and then they kissed," he told his sister, adding a smooching sound for effect.

"Why did they fight?" she wanted to know. Arthur shrugged, already a little bored with the whole thing. But as we walked out of the barn and saw the mare being led back to her trailer, Arthur surprised me with a question.

"Why's she leaving so soon?" he wanted to know. I didn't tell him that Flower Alley has about 100 other dates this breeding season and doesn't have time to get to know them.

As we drove north, away from the land of the white fences and beautiful horses, I wished we weren't leaving so soon.