Highways in Vermont aren't like highways anywhere else: There are no billboards on these farm-lined roads. And this tells you a lot about the state -- and the simple, "back to basics" life that retirees come here to live, says Brattleboro resident Jerry Goldberg, a former broadcaster from New York City who plans to fully retire within the year.

Vermont is a state that takes pride in preserving its small-town New England charm. (Those missing billboards? They're banned by state law.) The state is dotted with lots of small farms -- it's renowned for its maple syrup and cheese -- and small shops. While big box stores, strip malls and McMansion-style developments exist, Vermont is more of a general-store kind of state. You'll find vintage New England surroundings -- towns lined with vibrant red and orange fall foliage, historic brick buildings and white-steepled churches. Residents gather to catch up at the local pub or coffee shop, over Vermont-brewed beer or locally roasted java. It's the kind of place where retirees might go to open up an independent bookstore, to hand-churn organic ice cream or simply to chill. And it doesn't have a single large city.

The green outdoors and peace and quiet are big pluses of the Green Mountain State. Vermont is the 49th least populous state in the nation; the state's largest community, Burlington, has just 40,000 residents. There are hundreds of acres of farmland and forest, lined with rivers, lakes and creeks. Lake Champlain near Burlington is a popular spot for sailing, and the Connecticut and West Rivers near Brattleboro draw canoe-paddlers and kayakers in droves. Vermont also has what's widely acknowledged as the best skiing in the Northeast, at resorts like Killington, Sugarbush, Stowe and Mt. Snow.

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The main disadvantages of Vermont are its cold weather (summers are short, winters are snowy and long) and cost. It costs 10.9% more than the national average to live here. Income taxes climb up to 8.95%, Social Security income is often also taxed, and nursing home and assisted-living costs are significantly higher than average. And retirees who want to spend their golden years in some popular ski towns will have to shell out a boatload of cash. The cost of living in Stowe, for example, is more than 42% higher than average, and the median home there costs $377,800.

Still, for people who want the covered-bridge quaintness of a New England retirement, Vermont is a relative bargain: Costs of living are considerably lower here than in neighboring New Hampshire, New York and Massachusetts. And the state has plenty of more-affordable small-town gems. Here are three.

Brattleboro

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Covered Bridge in Dummerston, near Brattleboro.

When Boston residents Steve and Marjorie Sayer sold their company, which provided management services for hospitals, they began hunting for a place to retire. "We had to have a cultural center, but we wanted to also have the luxury of being out in the country," Steve says. The couple settled on Brattleboro, a tiny town known for its thriving arts community. "My wife has always been the artist in the family, but since we moved here, I've even taken up painting," he adds.

A strong focus on the arts is "not a new thing here," says Jerry Goldberg, who's also executive director of the Brattleboro-Area Chamber of Commerce. Decades ago, he adds, "lots of people 'dropped out' and then dropped in to Brattleboro." The town hosts "gallery walks" on the first Friday night of every month in which local artist studios, galleries and museums open their doors to showcase new artwork and put on performances. Even the library here has an art gallery, maintained mostly by local retirees. The town also holds eclectic festivals like the Brattleboro Literary Festival, a three-day celebration of books; a 10-day-long Women's Film Festival; and the Brattleboro Music Center's Northern Roots Festival, which highlights music from the region. Factors like these got Brattleboro included in John Villani's popular book "The 100 Best Art Towns in America." (The town also made Smithsonian magazine's annual "20 Best Small Towns in America" list this year.)

Other residents credit the strong sense of community, and residents' commitment to helping others, as compelling components of life in Brattleboro. "This is not a place where you're going to play golf all the time," Goldberg says. Retirees here do everything from sit on local boards to assist with the dozens of festivals to volunteer for social-services organizations. Marjorie Sayer has volunteered for the Arts Council of Windam County and the Vermont Humanities Council, and Steve spent six years volunteering for the Youth Services for Windam County -- two of them as president.

Outdoor recreation is also a selling point, according to local retirees. Retreat Meadows in the West River Valley is a popular spot for canoeing, fishing and bird-watching. The town is surrounded by the Green Mountains, home to some of the best horseback-riding in the state, as well as hiking, snowmobiling and scenic dirt roads. And skiers can schuss at the nearby Mount Snow, Haystack and Stratton ski areas.

Because of its many attractions and the town's location right off Interstate 91, which runs north from Connecticut and Massachusetts, Brattleboro tends to be popular with tourists (whom residents sometimes complain about). And while the town does have a hospital, many retirees make the two-hour commute to Boston to see specialists.

Burlington

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University of Vermont's Old Mill building

Dubbed by some locals the West Coast of New England, this college town -- the birthplace of Ben & Jerry's ice cream -- is a haven for retirees craving the Birkenstocks-and-classic-rock lifestyle, residents say. There are myriad grassroots organizations, many devoted to environmental pursuits, like Local Motion, a nonprofit that promotes environmentally friendly "people powered" transportation like bicycling. Local restaurants like Farmhouse Tap and Grill and American Flatbread feature organic, locally grown foods. The town is home to the University of Vermont and frequently wins awards as one of the healthiest and greenest cities in America.

"The No. 1 pro of Burlington is the natural environment here -- the mountains and the lakes are spectacular," says 59-year-old Burlington resident Chuck Megivern, who's lived in the city for about 20 years. Burlington was built on a hillside overlooking the picturesque, 120-mile-long Lake Champlain, which is sometimes referred to as the sixth Great Lake. Many retirees kayak, sail and fish on the huge expanse of water. For the less adventurous, the lake is good for simple sightseeing: Rudyard Kipling said Lake Champlain and its surrounding backdrop was one of the best places in the world to watch a sunset. The town is also near the Adirondack and Green Mountains, which make it an ideal jumping-off point for hiking and skiing excursions (the ski resorts Stowe and Sugarbush are roughly an hour from town). These are a few reasons why Burlington was named by Outside magazine as one of America's "dream towns."

Burlington is the largest city in the state (even though it has just 40,000 year-round residents) and is the region's commercial hub; it also attracts more than 3 million visitors a year. This has its pros and cons. "Traffic is bad here," admits Megivern, though he adds that the problem is largely relegated to downtown. The shopping and arts offerings, on the other hand, are good. There are more than 160 retail stores in Burlington; the 1,453-seat Flynn Center for Performing Arts hosts world-class musicians and plays, a local symphony and jazz festivals. And the charm remains: The pedestrian "mall," Church Street Marketplace, is lined with cobblestone streets and an eclectic mix of Victorian, Art Deco and modern buildings. The city was given a Great American Main Street Award by the National Trust for Historic Preservation.

The uber-progressive vibe of this town isn't for everyone. Panhandlers and loitering young people line the downtown area, for example, and this year, the City Council voted to ban smoking outside in a wide swath of downtown Burlington, though the mayor vetoed the ban. Costs of living are also higher overall than in the average Vermont town. But residents say the healthy lifestyle and beautiful setting more than make up for any hassles.

Rutland

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Downtown Rutland Vermont Ethnic Festival

The first thing visitors notice about Rutland is its quintessential New England charm. The town boasts stately red brick buildings, towering church spires and eight original covered bridges. Tom Donahue, the CEO of Rutland Region Chamber of Commerce, calls it "postcard perfect." Settled in the early 1800s, this town boasts two districts that are listed on the National Register of Historic Places, along with landmark buildings like the famed Paramount Theater, a classic live-performance venue built in the early 20th century and recently restored. The tiny town has plenty of shopping (there's even a mall and a Wal-Mart), but "drive 10 minutes in any direction out of town, and you're literally in a 'Vermont Life' calendar," says Donahue.

Rutland tends to draw a more active breed of retiree, locals say. Rutland is very close to two ski resorts, the well-regarded Killington, which features 140 trails and 22 lifts; and the Pico Resort (52 trails and seven lifts). In the summer, these resorts offer summer concert series, hiking and mountain biking. The area also boasts eight golf courses, including the Green Mountain National Golf Course and the Rutland Country Club. The town is surrounded by 4,000 acres of national forest and it sits at the intersection of the Long Trail and the Appalachian Trail, both popular with hikers of all levels.

There isn't a major airport here (the town has just four flights to Boston each day), but retirees say travel options aren't too rough. Amtrak runs directly from Rutland to New York City, and the two national highways that run through town (Rutland is nicknamed "The Crossroads") link the community to major interstates. The Rutland area has a regional medical center. It also boasts a thriving volunteer community. In fact, during the 2010 Christmas season, tiny Rutland set the blood drive record for the entire Northeast for the most blood donated in a single day.