Sampson, a gentle palomino with a wheat-colored mane and Topanga upbringing, ambled along the dusty mountain trail, pausing every 10 yards to consider the piles of gravel threatening his path.

Maybe the horse knew something we didn't. Soon after my husband and I began a trail ride in the Santa Monica Mountains, Sampson showed more interest in what was under his hoofs than in the panoramic views of rolling, chaparral-cloaked countryside that captivated his cargo.

We learned later that the stacks of gravel were not destined to pave paradise. They were an annual rainy-season precaution taken by a community that we sensed, rather than saw, during our ride along pleasantly deserted paths.

This was good news -- for us and the horse. New development would have been a jarring interruption to a weekend trip that felt more like a tour of California's multilayered past than an extension of its present. During our four years as Los Angeles residents, John and I have cut around and through Topanga Canyon on our way to the beach. But we never had time to stop and explore the area's eccentric shops, galleries and restaurants, many of which still exude the offbeat vibe that defined Topanga a half-century ago, when it became a haven for folk artists and social activists.

A couple of weeks ago, looking for a getaway that required neither passage through airport security nor a dress code, we decided to take a two-day tour of the cosmos that is Topanga.

We set out from Toluca Lake after work Friday evening in time to catch the remnants of sunset as we swerved south on Topanga Canyon Boulevard. Our base for the weekend was the Topanga Ranch Motel, a noirish cluster of 30 red and white bungalows down by Pacific Coast Highway. The 80-year-old complex served as sleeping quarters for workers who built Highway 1. Today the rooms fill up with European travelers, solace-seeking writer types (think Raymond Chandler) and surfers taking advantage of Topanga County Beach.

The motel is one of about 10 businesses operating on borrowed time since last year, when the California Department of Parks and Recreation purchased the land they sit on as part of a plan to expand Topanga State Park. Although many lower Topanga residents already have vacated their homes, park officials estimate that the relocation process for the popular Reel Inn restaurant and some other businesses won't start until late next year. The Topanga Ranch Motel recently was deemed eligible for the National Register of Historic Places, which improves its chances for survival, though its ultimate fate remains unclear.

This tenuous status might explain why our room looked as if it had not changed much since the 1920s, except for cable TV and a private bathroom. All rooms have double beds only. For $70 plus tax a night, we got one bed, a mini-fridge and partially obstructed beach views. (Larger rooms with two beds go for $85.) The place was clean and freshly painted, although I wished we had brought an extra blanket and pillows to supplement the meager ones provided.

We dropped off our bags and backtracked up Topanga Canyon Boulevard for a late dinner at Abuelita's, one of the few places in the area that keeps its lights burning well past midnight on weekends. We settled into a corner table in the back room, ordered margaritas and dug into bowls of tortilla soup and a perfectly presented plate of chiles rellenos and enchiladas.

Later we succumbed to a surprisingly sound night's sleep. Despite our motel's proximity to the busy highway, noise was minimal in our room, nestled in the back row of bungalows.

Saturday morning we filled up on fluffy, Frisbee-size pancakes and coffee at Pat's Topanga Grill, a popular breakfast and lunch spot with its own hitching post, and headed to Carmen Cornielle's Escape on Horseback stables about four miles away.

John and I are inexperienced riders, but our guide's assurance that the horses were "couches with legs" appealed to our strengths. Our hourlong guided ride ($35 per person plus tip) followed the Backbone Trail along the crest of the Santa Monicas, with views of the urban sprawl we had left behind on one side and forested hills shrouded by misty clouds on the other.

As we headed back to town, we discovered the cool air wasn't the only sign that fall had arrived. The grinning skeletons, stuffed vultures and racks of sequined costumes at Hidden Treasures, a vintage clothes and oddities shop on Topanga Canyon Boulevard, also signaled that October's biggest day was near. Other worthwhile stops include Angelite Om, a roadside shack with its own line of healing products, and a nearby center called Pine Tree Circle, which houses art galleries and Topanga Homegrown, a boutique selling handmade purses, old Topanga postcards and other gifts.

A quick change of clothes at the motel and a shared plate of blackened Cajun sole and homemade coleslaw at the Reel Inn reinvigorated us for a hike in Topanga State Park.

The main entrance to the 11,000-acre-plus park sits at the end of Entrada Road off Topanga Canyon Boulevard. In deference to our morning companions, we bypassed Dead Horse Trail and parked at Trippet Ranch, home of a nature center and launch pad for hikes that feed into the 70-mile Backbone Trail. Ready for some exercise, we opted for Eagle Rock Loop, a six-mile trek past views of ocean and canyon that numbed any sense that civilization was within trotting distance.

Later that night, we feasted on thick, spicy chowder, mesquite-grilled red snapper and ahi tuna at a dinner-only spot called Froggy's Topanga Fish Market. The dining room, enlivened by a fireplace and aquarium, was full, so we grabbed a table on the heated patio. A couple of home-brewed ales and live acoustic guitar tempted us to stay, but we had a curtain call to heed.

Just up the road from Froggy's is the Will Geer Theatricum Botanicum, a cliff-side amphitheater founded by TV's Grandpa Walton as a refuge for blacklisted actors in the '50s. Show time for the repertory production of "A Midsummer Night's Dream," which runs through Oct. 20, was 8 p.m.

I had been to an afternoon performance at the Theatricum before. This time, huddling in a blanket under the stars proved even more enjoyable, the natural surroundings morphing into the Bard's fairy-tale setting.

Still full from dinner and sated with good Shakespeare, we bypassed the lively scene at Abuelita's on our way back to the motel. This was probably a good move, because we ended up rising Sunday morning in time for a walk on the beach and an early brunch on the garden patio of the Inn of the Seventh Ray, one of the few places in Topanga where valets and cell phones seem more at home than tie-dye and Birkenstocks.

The $25-per-person buffet of crab legs, salmon, fresh vegetables and fruit-sweetened desserts was attracting lots of attention, but we chose to order off the menu: an herb omelet for me, Belgian waffles for John and whole-wheat cinnamon rolls for the road. The restaurant's pretty creek-side setting was the highlight, easily outshining the bland food and service.

We ended our Topanga weekend with a bumpy drive to Red Rock Canyon Park, a former Boy Scout camp now owned by the Santa Monica Mountains Conservancy. We found ourselves again transported to another era -- one that recalled 1930s "B" westerns -- as we followed the sunbaked trail surrounded by dramatic red sandstone formations.

We agreed that even Sampson would have been impressed.

Laura Randall is a freelance writer based in Los Angeles.