Socked in by Stanislaus National Forest like an alpine island, Bear Valley Mountain Resort has long been a hidden gem for Sierra lovers who want to avoid Tahoe crowds. At only 170 miles from the South Bay, it's a relative breeze of a drive. Sure, the lifts are a bit sluggish. Yes, restaurants are a bit sparse. But with new owner Dundee Realty USA, LLC, kicking off a multimillion dollar revamp, Bear is slowly balancing bucolic charm with up-to-date comfort: speedier lifts, about 200 new condos, and a slew of new amenities are all part of the five-year remodeling plan. In a typical California tale, locals might be fighting the growth, but nealy everyone at Bear seems to believe the resort is due for a face-lift. And being surrounded by national parkland, the place won't get much bigger—just nicer. Here are five things not to miss when you check it out.

1 About 45 minutes before you reach the epic skyscape and ridgeline vistas of Bear Valley, pull off at Murphys. This quaint gold rush town looks like any other gas station stop off Highway 4. But turn left onto Main St. (just after the bright orange juice bar), and you'll wonder why there aren't blaring billboards to mark this gold mine of foothill wineries. Who knew Calaveras County had a secret stash to rival Sonoma and Napa? The Hatcher tasting room and Ironstone Vineyards come highly recommended. But the new meritage at Newsome-Harlow has got the buzz. Packing hints of eucalyptus, blackberry, and nutmeg, it's a perfect prelude to dinner at Grounds restaurant just across the street (make reservations on the weekend). Local wines are available at the mountain's lodges and restaurants, but pick up a bottle to take home. See www.calaveraswines.org for a list of wineries. Grounds Restaurant, 402 Main St., Murphys, 209-728-8663.

2 On arrival, don't be deceived by the mountain's squat appearance: half the runs are below you. It's no Squaw, but there are steep chutes and deep bowls hiding among the 1,900 feet of vertical slopes. And besides, Squaw's season passes are nearly a grand more than Bear Valley's $299. An adult lift ticket runs $46, but check for package deals with the lodges and condos (the midweek specials are close to obscene). When there's fresh snow, locals recommend running the trees to the right of West Ridge. "That stretch is the reason I'm still here after 14 years," says Andrea Young,

director of guest services. Two brand-new snowcats will be grooming 30 percent more of the mountain this year, and speedier lifts should be going up in 2007. Bear Valley Mountain Resort. 209-753-2301, or www.bearvalley.com. Call Bear Valley Lodge for midweek specials, 209-753-2327.

3 Resist the nostalgic urge to fill your gut with chalet nachos or chili. The best place for a breakfast or lunch break is the Headwaters Coffee House in the village. You can ski there on Lunch Run, although until Dundee installs a new lift in 2007, you'll have to take a 10-minute shuttle back to the lift lines. It'll be worth it when you taste the organic coffee, fresh-squeezed juices, and straight-from-the-oven baked goods. For a hearty breakfast, go with the slow-baked egg soufflé with artichoke hearts, spinach, tomato, and mozzerella. Midday refuelers go for the mixed green salad garnished with strawberries, goat cheese, and chicken, or the thin-crust pizza topped with linguica, carmelized onion, and artichoke. 3 Bear Valley Rd., 209-753-2708. Sun.-Thurs. 7 a.m.-3:30 p.m., Fri.-Sat. 7 a.m.-7 p.m.

4 Bear's cross-country trail system, one of the largest in the U.S., winds along grand meadows and gentle streams, with some trails climaxing with views of the castlelike Dardanelle Mountains. If you want the backcountry feel without getting lost, try beelining through the woods up to the scenic vista. You'll cross several trails, which will help keep you oriented, but most of the way you'll see only untouched, old-growth forest. Bring a picnic so you can reward yourself inside the Bjornloppet warming hut at the top. If you don't want to pay the $23 to use the trails, you can do the unforgettable three-hour trek around Lake Alpine. Local patrollers make ski tracks to follow, and the area is snowmobile free. www.bearvalleyxc.com.

5 The cabins for rent at Bear Valley are great for holing up—especially since many of the area roads are closed in the winter months. Skiing to your front door is a blast, and riding a snowmobile across the closed roads to a rental cabin does add a certain James Bond element. But another, more convenient, option for a place to crash on the mountain is Bear Valley Condos. Studios and one bedrooms go for $175 to $235 per night (plus a $40 cleaning fee) in the winter. They aren't exactly plush, though fireplaces can add big cozy points. And

if you're looking for a break from the usual rental-condo decor, unit CS-107 is tricked out with 1970s style. Weekdays you can steal a condo and two adult lift tickets for just $154 per night. www.bearvalleyrealestate.com.