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WE hadn't expected the silence. Here, in Monte Carlo, fabled capital of Monaco, a glamorous principality on the Mediterranean -- filled with the music of late-night cabarets, the buzz of party conversations, the click of spinning roulette wheels -- we hadn't expected the silence. Standing on our balcony at the Loews Hotel, we peered into the darkness and could hear only the faint swoosh of waves lapping around the pilings below. Strings of red and white lights outlined the yacht harbor, and in the morning pink shafts of sunlight shot into the sky like Homer's rosy-fingered dawn. Still the silence. The Mediterranean was calm, and here on this promontory jutting out over the ocean on land that didn't even exist 10 years ago, the lively cacophony of the city was only a dim echo.

On this trip, we discovered a Monte Carlo beyond the glittering night life and elegant casinos. A Monte Carlo of fine museums, concerts, ballets, stunning gardens, and medieval streets. A city that retains its fairy-tale magic while venturing into the future.

In the early morning we walked the switchback streets, where modern skyscrapers rise beside ornate villas. The yacht harbor -- deepest in the world -- is filled with gleaming white craft dwarfed by the presence of Stavros Niarchos's Atlantis II, the size of a small cruise ship.

We climbed the steps of the 17th-century fortress -- past the open-air Fort Antoine Theatre, site of summer concerts -- to the summit of ``the Rock,'' the oldest part of Monaco. It was here that Fran,cois Grimaldi, ancestor of the present Prince Rainier III, came in 1297 with his band of Guelphs expelled from Genoa to establish a new domain.

Although most of the buildings here date from the Italian Renaissance, some remnants of the early fortifications remain.

On the edge of the Rock, above the Mediterranean, is the Oceanographic Museum, presided over by director Jacques Cousteau. The museum, built in 1910 by Prince Albert I, an early oceanographer, is also a research institute, and it houses one of the finest aquariums in the world.

More a palace than a traditional museum, the building has huge white marble staircases, stained-glass windows, and crystal chandeliers. The upper floors house the skeletons of whales and other sea creatures, as well as the prince's old whaling boat and Cousteau's modern diving chambers. In the aquarium below, which specializes in specimens from the Mediterranean Sea and Indo-Pacific Oceans, display tanks are filled with fish that seem to have been painted by an underwater Marc Chagall or Mondrian.

Outside the museum, a path leads through the cliffside St. Martin Gardens to the Monaco Cathedral, where Princess Grace is buried. The imposing neo-Romanesque cathedral is usually crowded with visitors, but a few blocks away -- on the Place de la Marie -- we discovered the charming, jewel-like Chapel of Mercy. This tiny refuge was built in 1639 by the Brotherhood of Black Penitents, a medieval charity. Marble trompe l'oeil murals line the walls, and behind the marble altar is a wooden Christ figure carved by Fran,cois-Joseph Bosio.

The narrow brick streets in the old city wind past 15th- and 16th-century buildings that now hold shops and boutiques. We walked to the Place du Palais to see the changing of the guard (performed daily at 11:55 a.m.) in front of the prince's palace. Tours of the state apartments are conducted during the summer months.

For lunch we chose the belle 'epoque elegance of the H^otel de Paris. In the Grill, which overlooks the C^ote d'Azur, we dined on chicken with pistachios in a truffle sauce, and an orange souffl'e.

Clinging to a rugged rock face above the town are the Exotic Gardens, a collection of some 7,000 varieties of cactuses and other succulents that thrive there. At the bottom of the garden steps are the white limestone Observatory Caves -- a network of underground cathedrals glistening like alabaster.

Climbing the rocky steps back up the cliff, we came to the Museum of Prehistoric Anthropology. The countryside surrounding the city has been fertile ground for the discovery of ancient artifacts, and the museum, established by Albert I in 1902, has Stone Age tools and the skeletons of 40,000-year-old Cro-Magnon and Grimaldi man.

Monaco's National Museum houses an extensive collection of antique dolls dating from the 17th century. At 4 o'clock every afternoon, the 19th-century mechanical toys come to life. The monkey orchestra tunes up; the turbaned gymnast does somersaults; and Marie Antoinette plays the harpsichord.

The night life of Monte Carlo is famous. Although the 1878 Casino designed by Charles Garnier, architect of the Paris Opera House, is breathtaking in its opulence, there are other diversions. Monaco has its own symphony orchestra, which performs regularly, and touring theater and opera companies appear frequently. The new Ballets de Monte Carlo offers a mixed classical and modern repertoire. Late-night revelers can look in at Jimmy's disco or the more subdued Living Room, neither of which gets started until after midnight.

Every January the Monte Carlo Automobile Rally takes place, and in May, Formula I cars turn the city's hairpin curves into a race track for the Monaco Grand Prix. Each December the International Circus Festival presents acts from all over the world.

Special events are planned for nearly every month, but going off-season, as we did, has its advantages. The museums are uncrowded, and the weather is still mild.

Usually there are special fares to Nice from November through March and low-cost, week-long packages in January and February, which include hotel costs and a rental car. The Nice airport is a short taxi or helicopter ride from Monaco.

Loews Monte Carlo is a sleek, modern hotel built over the Mediterranean on reclaimed land. It has a rooftop swimming pool and fitness center and features its own cabaret show, the Folies Russe. For a more traditional, Old World experience, there's the H^otel de Paris, built in 1864, and the 1890s-era H^otel Hermitage.

The Hermitage's belle 'epoque Winter Garden, with its stained-glass dome and wrought-iron balconies, is a favorite meeting spot, and the sumptuous Salle Empire at the H^otel de Paris provides a Louis XV setting for elegant dinners.

On our last morning in Monte Carlo, we sat on our balcony, eating fresh fruit and croissants and sipping hot chocolate. The sun was glistening on the Mediterranean, and a few small boats appeared on the still water. Again the silence. For all its excitement and glamour, Monte Carlo's best surprise was the magical silence.

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