Phnom Penh is a tale of two very different cities. Extreme poverty and extraordinary wealth, corruption and kindness, hovels and five-star hotels -- welcome to Cambodia's chaotic capital on the Mekong River. In a city where the streets have no name, you are left equally speechless by the Khmer Rouge horrors of Tuol Sleng Museum and the jeweled splendor of the Royal Palace. Shantytowns are being controversially bulldozed to make way for stylish duplexes as Phnom Penh steams confidently ahead into the 21st-century -- but it hasn't quite arrived yet.

Things to Do

The gilded Royal Palace rises gracefully above flower-strewn gardens. Here the star attraction is the Silver Pagoda, shimmering with 5,000 silver tiles and sheltering diamond- and crystal-encrusted Buddhas. Angkor sculptures are among the Khmer art treasures at the pavilion-style National Museum, centered on four courtyards. With its bare torture chambers and photographs plastering its walls, Tuol Sleng is an emotional journey into the horrific Khmer Rouge years, as is the nearby Killing Fields and Choeung Ek Memorial.

Shopping

Bartering is expected and part of the fun at Phnom Penh's markets, but watch your wallet so it doesn't go on a walkabout. Colorful krama (checked headscarves), weird and wonderful fruit, gemstones, fried grasshoppers -- it's all under one enormous Art Deco roof at Central Market. Haggle for handwoven silk, silver animal trinkets and Buddha carvings in the Russian Market's warren of dark alleys. Street 240 and Street 178 are the city's chicest boulevards, dotted with fashion boutiques, art galleries and bookstores.

Nightlife and Entertainment

Backpackers swing in hammocks, cold Angkor beer in hand, on Boeung Kak Lake. Things are livelier in the riverfront DJ bars, pubs and cafes on Sisowath Quay. Rubies Wine Bar on Street 240 is a fashionable choice for a glass of wine or cocktail. Hostess bars, clubs and friendly bars cluster on Street 51. The Sovanna Phum Art Association stages performances of Khmer shadow puppetry and graceful Ramayana-themed Apsara dancing.

Restaurants and Dining

Join locals for traditional dishes like amok (coconut fish curry served in a banana leaf), bobor (rice porridge) and lok lak (stir-fried beef) at markets and roadside shacks across Phnom Penh. On the banks of the Mekong River, Sisowath Quay's laid-back restaurants dish up Khmer, Asian and Western flavors. Backpackers flock to the bamboo pavillions on Boeung Kak Lake for memorable sunsets and homestyle food such as burgers and salads. Elegant French restaurants and cafe-patisseries stud boutique-lined Street 240.