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BACK TO THE POCONOS – COULD THE WORKING MAN’S HAMPTONS’ BE GIVING IN TO THE YOGA CIRCLE AND THE VEGGIE MENU? CHANGE IS COMING TO A CLASSIC SUMMER SPOT, WRITES DAVID LANDSEL

DISTANCE FROM NEW YORK: 70 miles

HIS Holiness, the Dalai Lama, is coming to the Poconos. I know this because the nice lady working the counter at the Himalayan Institute Yoga Café in Honesdale, Pa.,toldme so.

She knows this because the Institute is planning a conference, which it predicts will draw 10,000 faithful followers, including the Dalai Lama, to the tiny mountain town in Septem-ber 2007.

This is just one clue that things around here just aren’t what they used to be. Change is coming, and fast.

The Poconos seemingly need little introduction. But, much like, say, Detroit, it’s famous for all the wrong reasons – i.e. halfhearted amusement parks, conjured “attractions” and luxury resorts that are, in actuality, depressing roadside motels with game rooms. Which is why many of us would rather die than spend our weekends on the other side of the Delaware River, even though getting there is ridiculously easy.

Day spas, decent cups of coffee and health food stores – even boutiques selling more than candles and Hummel figurines – have all popped up, and more such options are on their way.

And, dare we say it, the Himalayan Institute’s humble storefront café back in Hones-dale, the birthplace of the American railroad, brings to mind the Catskills before the real estate boom. Yes, change is in the air.

Want in on the ground floor? Don’t hop in a car without checking out our picks for the best of the best in this fast-transforming vacationland.

DOWNTOWN LIFE

STROUDSBURG

Talk about culture shock. Enter this town, just 70 miles from all three Hudson River crossings, and you’ll find slow-moving cars and a culture so radically different from New York you’ll swear you’ve left the Northeast. You’ll also find vacant storefronts and dodgy taverns aplenty, but look closer. There’s the historic Wallace Building, for instance, at the corner of Broad Street, which is a pretty great place to browse. A host of interesting shops have opened in recent years, with wares ranging from clothes to furniture.

Main off 5th is a smart vintage clothing store (#435), while the busy EL Salon (#433) now features Nolita products. For a bite and jolt of caffeine, the Sweet Creams café has sandwiches on baguettes and decent espresso (#429). Also there is the Yellow Moon boutique – Cambodian blouses and other cool picks – and the smart-looking LoMa gallery (#431, 425).

There are lots of other signs of life in this village of 6,000: the independent bookstore, Carroll & Carroll (#740), the Commissary by

Mollie’s (#620), which does picnic baskets to order, and antiquing options.

Don’t miss Courthouse Square along Seventh Street, an immaculately kept bit of real estate surrounded by beautiful period buildings.

And though you won’t need to unwind, you should head over to the Shear Design Day Spa, housed in an old Church. It has a full facility, complete with vichy showers (23 S. 6th St.).

EAST STROUDSBURG

Nearby East Stroudsburg is less “cosmopolitan,” but there are several great reasons to make the trek across the Brodhead Creek.

The Pocono Cinema screens art films and has a tiny little coffee bar off the lobby (80 S. Courtland St.; poconocinema.com), while around the corner on Crystal Street, in the old rail station, is the Dansbury Depot, one of the area’s better restaurants. Ask to be seated in the south end of the room, which is surrounded on three sides by tall windows. Order a portobello mushroom sandwich ($7.25) and bask in the natural light (50 Crystal St.).

If you want to get even more informal, drop in on Island Delights – the owners of which just moved from Brooklyn – for a homemade pattie (31 Crystal St.). Then get your design jones fed at LizTech, a hugely colorful custom-made jewelry and home-design shop. In addition to the LizTech pieces, which are growing in popularity across the nation, other lines include Sticks and the super-cool Yayo! lightbox lamps.

The young staff is friendly and the gallery participates in the town’s monthly “First Saturday” event, when galleries and shops stay open late (95 Crystal St.).

HONESDALE

Heading farther north? Hit Hones-dale, which could easily go toe to toe with Catskill burgs for Main Street cuteness. (Here, though, you can still afford to buy a house on the edge of town).

The longtime home to Highlights magazine (remember that from your childhood?), Honesdale has a smart set of locals with purposeful walks, some of them even wearing black (how urban).

The long strip of Main Street has plenty of shops and cafés. Stop in at designer Lisa B’s exellent store. Purveyor of stylish country clothing, all made in Italy, she stocks her place with goodies that all seem to be well under $150 (1023 Main St; http://www.lisab.com).

And, a must-stop, honest, is the famous Alpine Inc. butcher. What a candy shop is to kids, this is to carnivores.

MILFORD

Thanks to its all but out-of-the-Poconos eastern-edge location, the Delaware River town of Milford is fairly well known as a weekend destination. But it would be a shame to skip this classic village, which is more spread out than Honesdale or Strouds-burg and, frankly, too pastoral to really be the Poconos. It’s worth an ambling walk and a stop at the 7th Street Coffee, owned by an ex-New York couple. Located in an old lumberyard, now converted to shops and offices, the café’s ceiling is tiled with old records, and the couches near the windows are supremely comfortable (115 7thSt.).

MORE THAN A TOURIST TRAP

Forget the snake farms, candle factories and lackluster waterparks. Today’s Pocono region is rich in grownup draws, whether you want to try your hand at cooking, attend the ballet or learn more about the environment.

One of the stars in the region’s crown, The Mountain Laurel Center for the Performing Arts, is still a work in progress. Located on an old resort property just north of Bushkill Falls, it opened last season with concerts from the Berlin Philharmonic Chamber Orchestra, the Pennsylvania Ballet and the Pittsburgh Symphony. It also has more mainstream acts, and has hosted Dave Koz, Chicago and Bob Dylan.

There are two venues on the sprawling grounds, still littered with the ruins of its former inhabitant, the Unity House Resort: The Pavilion (an ampitheatre); and the Lakehouse, an indoor venue for smaller shows and jazz concerts (mountainlaurelcenter.org).

June 4-6, Milford plays host to the Milford Music Festival, a series of live concerts held in restaurants, cafés and other venues. In prior years, the event focused on jazz. This year’s schedule has been considerably beefed up, and includes classical, blues, gospel and rock music (milfordmusic.org).

If all that music gets you hungry, head over to Hawley, a small town south of Honesdale that’s home to Torte Knox, a cooking school and sometime restaurant housed in a turn-of-the century bank building.

Torte Knox is kitchen-as-theater, thanks to Sheelah Kaye-Stepkin, the larger-than-life Southern transplant that heads it up.

Try one of the “Demo and Dine” programs, which are fantastic. This Saturday, wine and cheese is the theme of the $75 prix-fixe dinner. Sun-day at 5 p.m. is its Memorial Day party, complete with barbecue, lemonade and belgian chocolate brownies – a steal at $20 (310 Main St.; torteknox.com).

SLEEP WELL

Remember those commercials for Mount Airy Lodge? Well, it’s recently been shuttered – a sign of how the region’s cheesy resorts are on the wane. The Poconos now have a long list of lodging options – an array of choices, in fact, far more comprehensive than the Catskills.

Why Skytop Lodge isn’t every New Yorker’s favorite quick escape is completely mystifying. This product of the Roaring Twenties, built on a steep hill outside the village of Canadensis, overlooks a lake and is surrounded by its immaculately kept golf course.

The stone structure, rivaling the Hudson Valley resort of Mohonk Mountain House in its majesty, is just as handsome now as it was in the old days. Outbuildings now house conference facilities and more rooms, but stay in the main building.

At night, dine with the tie-and-jacket set that files in through the wonderfully rustic lobby, which smells faintly of wood smoke (from $357 per couple, including all daily meals, [800] 345-7759; skytop.com).

If you prefer something a bit smaller, there are dozens of inns from which to choose. But places like the Settler’s Inn over in Hawley make it easy to play favorites.

A happy marriage of English country tudor and Craftsman design, the Settler’s Inn, situated by the town ball-fields, has a gorgeous back garden and 22 rooms.

Spring for the queen with Jacuzzi tub or the king with rireplace and make sure to try the restaurant, which wins awards for its wine list and dishes made from local ingredients. The prices are unbeatable (from $120 per night, ([800] 833-8527, thesettlersinn.com).