Modesto

Among the most striking "welcome to downtown" signs you'll see, the Modesto Arch, at 9th and I streets, bears the city's motto: "Water, Wealth, Contentment, Health." A gateway to Yosemite National Park, Modesto, population 205,000, was founded in 1870 to serve the Central Pacific Railroad. The tree-lined town was originally to be named after a railroad baron, but as the story goes, he modestly declined—thus the name Modesto. The city is the birthplace of producer-director George Lucas, creator of American Graffiti and the Star Wars film series.