There’s a special kind of magic to fall in Minnesota. The air gets crisp, the trees put on their finest multi-colored hues, and the days beg you to head outside (albeit with plenty of shiver-inducing breezes in the forecast). This October, my best friend and I did exactly that, road tripping to Minnesota's best fall hotspots, hiking through breathtaking oceans of autumn foliage, and getting lost in the spectacular, beauty of at least a dozen of the state's 10,000-plus lakes.

As our ambitious journey came to an end, we made one last detour, making a beeline for Phelps Mill in Phelps (near Underwood) in search of one last photo op, a little history, and a much-needed escape from the tourist crowds.

As we wound our way down the Otter Tail Scenic Byway and along a few rural roads toward Phelps Mill, the countryside felt like it was showing off. Every curve revealed another kaleidoscope of oranges, reds, and yellows, as if the trees were in competition for the brightest display. Honestly, if you’re a sucker for fall photography (which we absolutely are!), you’ll spend the drive stopping every few miles to snap a picture. By the time we reached the mill, we were already scrolling through dozens of photos we’d taken along the way.

Like so many parts of the country, there aren't too many historic mills in Minnesota still standing. But along the Otter Tail River, Phelps Mill feels like a sweet, picture-perfect postcard brought to life. It’s one of those spots that transports you back in time without any fuss. No frills, no imposing overlook areas, no souvenir stands; just old-fashioned charm in the form of a towering four-story mill, surrounded by trees that seemed to be on fire with the season's finest attire.

Once upon a time, Minneapolis was considered the Flour Milling Capital of the World, but the industry wasn't just concentrated within the city. Built in 1889, Phelps Mill (a little over 2 hours away) was once a bustling hub for local farmers as well, grinding wheat into flour back when the mill was powered by the Otter Tail River. Today, the massive red building stands proudly as a relic of Minnesota’s history, preserved for curious travelers like us. And standing at the base of that mill, looking up at its four stories, you can’t help but feel a bit awestruck.

Today, the mill and the surrounding area have been turned into Phelps Mill County Park, a gorgeous spot where visitors can enjoy the beauty of the landscape, the historic building, and the serene river flowing by. It’s a photographer's dream in the fall, with the mill framed by the fiery foliage of the trees and the waterfall tumbling into the Otter Tail River below.

First things first, we wanted to capture those fall colors in all their glory before some looming storm clouds let loose with a downpour. The trees lining the riverbank were in full autumn regalia, reflecting off the water like a painting come to life. We spent an embarrassing amount of time trying to get the perfect shot, but when nature’s showing off like that, who can blame us?

Yet, the beauty outside is just one part of the experience. We absolutely had to see the inside of the mill, and were fortunate enough to be visiting before it closed for the season. We were drawn in immediately, cameras in hand, ready to explore every corner of this historic spot. Fortunately, unlike other historic places around the state, it’s self-guided, meaning you can take your sweet time without the pressure of a formal tour.

And, trust me, you’ll want to linger.

The interior is full of unique details and fun finds — old machinery, the smell of aged wood — that make it feel like the mill’s workers just stepped out for lunch and might be back any minute.

Walking inside, we were greeted by the creak of old wooden floors and the kind of weighty silence that old buildings so often have. The mill’s interior is surprisingly well-preserved, with massive grinding stones, wooden gears, and chutes that once directed grain into various parts of the building. We wandered through the different levels, each with its own collection of equipment and historical tidbits that made us feel like we’d stumbled into a slice of the past.

At every turn, there was something new to discover - whether it was a vintage photograph of the mill in its heyday or an old ledger documenting the grain that passed through. For history buffs (or anyone who just loves a good old-fashioned story), it’s fascinating.

Phelps Mill’s story is a classic slice of Minnesota history. Built by William E. Thomas, the mill was part of a movement to modernize flour production in the area. At the time, it was one of the most advanced flour mills around, using a water-powered turbine system that was cutting-edge in the late 19th century. The mill operated for several decades before eventually becoming obsolete as larger commercial operations took over. But it's a beautiful reminder of the past, both inside and out.

The park was pretty special too. It’s the kind of place where you can just sit by the river and let time slow down for a while. If you’re up for a picnic, there are plenty of spots around the park to spread out a blanket, let the kids run around, and enjoy the scenery. We didn’t come prepared with lunch, but we definitely made a mental note for next time. It’s the perfect setting, and I can't wait to pay another visit in winter.

After our fill of Phelps Mill, we headed to the nearby town of Fergus Falls for a bite to eat and to explore a bit more of the local sights. Like most small towns in this part of Minnesota, it’s quaint, welcoming, and full of those hidden gems you’d miss if you were just passing through. There’s a certain peacefulness to the whole area - a slower pace that’s hard to come by these days.

In the end, our trip to Phelps Mill was everything we’d hoped for and more, and with our timing lining up so perfectly with peak fall foliage, it was definitely the highlight of our trip. Fall in Minnesota is always something special, but there’s something about combining the season’s beauty with a slice of history that makes it even more memorable. If you’re looking for a beautiful autumn outing that offers more than just pretty leaves (but still plenty of 'em!), Phelps Mill is a must.