A Kentucky Derby debate of the Churchill Downs and a ambience of scotch at Buffalo Trace

We were leaning on the fence rail looking at a frisky yearling on its way to the auction ring. Around us in the sunshine were groups of well-groomed locals, milling tourists, families on a day out. Beyond the immaculate fenced yard, acres and acres of prime groomed pasture and paddocks stretched away into the distance.

"Nice-looking horse," I said to my neighbour speculatively (not, in truth, knowing whether it was bound for Derby-winning immortality or dog food).

He turned to me and in what I thought was a broad local accent, said: "Where you from?" "Oxford, England," I replied. "I came over from Hartlepool in the Sixties, nice to meetcha," he said.

Fillies on show: The Kentucky Derby on May 1 is the highlight of Churchill Downs

Welcome to Kentucky - state motto Unbridled Spirit, which pretty well covers twin obsessions - from the hills and mines in the east to the world-beating caves in the west: horses and bourbon.

For visitors who think the U.S. is made up of New York, Florida and California, a few days among the grounded, charming, normal folk of mid-America is a must. And for fans of nags and whiskey(Americans add an "e"), this is the place.

The horsey obsession reaches its zenith with the world-famous Kentucky Derby, to be held this year on May 1, when more than 150,000 cheering, mint julep-fuelled punters gather at the Churchill Downs racecourse in Louisville to cheer on the 20 finest two-year-olds in the world Churchill Downs is in the suburbs of Louisville.

Its famous twin towers were once surrounded by fields, but are now hemmed in by houses on all sides.

Best in show: The Louisville suburbs host 150,000 people once a year for the Derby

I joined an out-of-season tour one crisp early morning. Over the dirt track, thousands of dollars of horseflesh were being trotted and galloped back and forth by jockeys who work every day of the year.

The expert insight into what the horses were doing as they careered round was fascinating - "You see! The jockey is changing the leg as he passes the corner, there. . . there!"

I learnt more in an hour than I have learned in a lifetime of watching Grand Nationals.

But, apart from the Derby Museum, Churchill Downs is rather charmless when the crowds aren"t thronging.

For a better sense of what horses mean to Kentucky, I took the Old Frankfort Pike towards Lexington, and ended up at the Keeneland race track. Past immaculate fields and wealthy farmsteads, I arrived at this very conservative, low-rise, beautifully laid out and landscaped horsey mecca.

This is the site of the world"s most expensive animal sales. In the auction rooms to the rear, the annual yearling sales are conducted in something akin to a courtroom, to the incomprehensible high-speed jabbering soundtrack of the auctioneer. The big money simply flies in to the airfield across the road and takes its prizes home.

And so to the whiskey, which is always in season. On my first night, I joined a tour at Buffalo Trace - the oldest continuously operating distillery in Kentucky. Even Prohibition could not stop Buffalo Trace: whiskey was manufactured for medicinal purposes only.

From the outside, Buffalo Trace is a forbidding-looking complex of large warehouses, of the sort that might have hosted a shoot-out in The Untouchables. The smell is extraordinary: yeasty and intoxicating.

"When they are distilling, the whole town knows it," said my guide. More...North Carolina: The home of Dirty Dancing where Johnny met BabyWashington and Virginia"s best green spaces: From the National Arboretum to the Hillwood GardensFor more top US destinations click here

A tour begins with an inspection of the enormous vats, where mashed corn is added to water and boiled, from where it is pumped to more vast vats and added to the yeasty starter. It is then left to bubble into alcohol. That liquid is pumped into a vast heated stainless-steel still stretching up to the high warehouse ceiling and the clear alcohol drawn off into barrels.

This is where the most mystical interactions occur. Bourbon barrels must be new white oak, which have been charred on the inside to open them up to the liquor and to impart their flavours - from vanilla and cinnamon to perfume.

Louisville, sitting on the Ohio River, is the former industrial and trading hub of the state. The city"s most famous son is Muhammad Ali and the centrepiece of the developing museum district is the new Muhammad Ali Center.

This traces the great boxer"s life, from humble beginnings to Olympic Gold Medal, conversion to Islam, refusing the draft, world championships and superstardom, superbly laid out over five floors of interactive, video and photo displays - including a mock-up of a Louisville cafe in the Sixties, where you experience first-hand the racist reception the all-conquering Clay received on his return home.

Pride of Kentucky: Boxing legend Muhammad Ali hails from Louisville

I asked the local tourist office for something completely different. They sent me an hour-and-a-half from Louisville to the Mammoth Cave National Park, the world"s largest underground complex, which stretches for more than 300 miles.

"It"s like the Grand Canyon with a roof on," as director of interpretation services, Mike Adams, put it, leading me down.

Along the broad avenues of the first silent caverns run networks of hollow wooden pipes. These were used to mine saltpetre for gunpowder in the War Of Independence, when the British blockade made supplies impossible. Fascinating stuff.

That evening it was back to the hard stuff. The quaint little town of Bardstown runs the bourbon festival for a week every September, featuring country music, historical tours, ballooning and an awful lot of whiskey and paraphernalia.

The finale is a gala dinner in a large warehouse nearby, with the chance to sample unlimited quantities from eight distilleries.

From spicy Wild Turkey Rye, to silky smooth Woodridge - the official bourbon of the Derby - surrounded by black-tied aficionados and ladies with the state"s red rose emblem "tatooed" on their shoulders, this gets you closer to that "unbridled spirit" than anything else possibly could.

Travel Facts

America As You Like It (020 8742 8299, www.americaasyoulikeit.com) offers a seven-night Kentucky Traditions itinerary, inc visits to Lexington, Louisville and the chance to visit the Bourbon Trail from 715pp inc flights, accommodation and car hire. Muhammad Ali Center: 6 pp to book www.alicenter.org or call 001 502 584 9254. For further details on Kentucky visit www.kentuckytourism.com.