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More cruises are sailing from New York than ever before, but what're you gonna do while you're there, walk around Times Square and see a show? Fuhgetaboutit.

Instead, get moving.

Rule #1: Walk fast and you'll be OK. Walk in the street if you have to. Don't stop for traffic lights. And don't ever stop on the sidewalk and look up, because eight million New Yorkers will be right behind you thinking Get - out - of - my - WAY!

Rule #2: Most of Manhattan is laid out on a perfect grid. In midtown you can tell your direction by the numbered cross-streets -- high numbers north, low numbers south. Downtown, though, the streets are named and the layout is squirrely. A compass might help. No kidding.

Rule #3: Avoid the tourist zones. What you want to do instead is find the real city, where nearly 400 years of history merge into a timeless New York minute. You can't see the whole place in the one or two days you'll be here pre- or post-cruise, but the tour below will give you a good start.

The big Queen Mary 2 docks in Brooklyn's Red Hook neighborhood and Royal Caribbean's Explorer and Celebrity's Constellation dock across the Hudson in New Jersey, but the vast majority of cruise ships still use Manhattan's historic west side piers, and that's where we'll triangulate from.

One block away, near the corner of 46th Street and 12th Avenue, H&H Bagels (www.handhbagel.com) are the best in New York and thus the world, sez me. Buy a half-dozen and a bar of cream cheese (they won't schmear 'em for you) and start walking.

From here, it's five blocks to Broadway and Times Square. Take a quick gawk and then backtrack fifty yards to the rear entrance of the Hotel Edison (www.edisonhotelnyc.com). If you didn't stop at H&H, walk through the lobby and have breakfast at the Café Edison, a real old-fashioned Times Square coffee shop. Next door, the hotel's time-warp Rum House bar looks like it hasn't changed since 1970. Remember where it is, 'cause you'll be coming back later. Times Square is better at night anyway.

Four blocks south, at Broadway and 42nd Street, look east. That tall building with the gleaming stainless steel spire is the Chrysler Building, the most beautiful skyscraper in the city. Walk toward it, stopping when you get to Fifth Avenue. Detour uptown a few blocks to see St. Patrick's Cathedral, the Art Deco buildings of Rockefeller Center, and some prime Fifth Avenue window-shopping. Turn back the way you came and you'll see the Empire State Building to the south, on the corner of 34th Street. That's the one the big gorilla fell off, back in the day. In the lobby, a sign lists the waiting time to go to the 86th-floor viewing deck. Commune with your patience. If you go on a weekend night and find a guy named Will playing saxophone up there, tell him Matt says hi.

Once outside, head downtown on 5th Avenue. Where it crosses Broadway at 23rd Street you'll see the famous Flatiron Building from 1902, looking like the prow of a ship. If you're hungry, stop at the Old Town Bar & Restaurant, on 18th between Broadway and Park Avenue (tel. 212/529-6732). Open since 1892, it's got an old mahogany bar, great burgers, and tons of Old New York atmosphere. Walk south along Broadway past Union Square, site of protest rallies from the 1870s through today. Maybe you'll be lucky and catch a sermon by Reverend Billy. At Broadway and 12th, The Strandis one of New York's great, chaotic, bohemian bookstores -- a very rare breed these days. At 10th, Grace Church (www.gracechurchnyc.org) was designed by James Renwick, Jr., who later designed St. Patrick's. At Waverly Place, turn right and go one block to Washington Square Park, a Greenwich Village landmark typically full of musicians and other street performers. Meander through, then walk south on La Guardia Place past Houston Street and into SoHo. Once the city's main arts neighborhood, it's now a center for fashion and design. Give your credit cards to a designated driver.

Apres shopping, walk east to Broadway and catch the downtown R train (www.mta.info/nyct/service/rline.htm) at either Prince or Canal Street. Get off at Court Street/Borough Hall and exit at the rear of the platform. Ta da! You're in Brooklyn, the Borough of Kings. What the hell am I doing in Brooklyn? you're thinking.

Trust me.

Walk west on Montague Street. This is the heart of Brooklyn Heights, a colonial-era village that's now a protected historic district. Wander off on some of the tree-lined side streets to see beautiful 19th-century homes. At the end of Montague, the Brooklyn Heights Promenade lets onto the most spectacular Manhattan view there is, bar none. To the right, that gorgeous span between the two islands is the Brooklyn Bridge completed in 1883. When built it was the largest suspension bridge in the world, its two stone towers dwarfing every other structure in the city. To New Yorkers it's as much a marvel now as then, because even though there are larger bridges, few are as graceful and beautiful.

The best way to see the bridge is to walk it, and that's what you're going to do next. Walk to the end of the Promenade, up the ramp, past Cranberry Street and the playground, and go through the alley to Middagh Street. Take that to the corner of Cadman Plaza park, where hand-lettered signs direct you to the Brooklyn Bridge footpath. The bridge is about 1.25 miles long, with historical plaques on its two towers and the magnificence of New York all around. Prepare to be amazed.

Back in Manhattan, the bridge lets you off facing City Hall and its surrounding park. On the far side, the 1910 Woolworth Building was the tallest building in the world until the Chrysler beat it out in 1929, and it remains one of New York's most beautiful. Farther down Broadway, at Fulton, St. Paul's Chapel (www.saintpaulschapel.org) is New York's oldest, built in 1766. George Washington prayed here on inauguration day 1789, and in 2001 it served as a refuge for 9/11 rescue workers. Thousands of small memorials left by mourners are preserved inside, along with other displays. The World Trade Center site (www.wtc.com), whose rebuilding is expected to take until sometime in the 24th century, is just beyond the church's graveyard.

Walk south to narrow little Wall Street. On the corner, Trinity Church was founded in 1697, with the present structure dating from 1846. It's small cemetery holds the graves of Alexander Hamilton and other greats. One block down Wall is the unprepossessing entrance to the New York Stock Exchange. Go to the corner on Broad Street for the more ceremonial view. Next door, a statue of George Washington marks the entrance to Federal Hall, a reminder that the first seat of U.S. government sat at this location, from 1789 to 1790. In true New York fashion, it was demolished in 1812 to make room for something new. For an authentic piece of colonial history, go three blocks down Wall, make a right onto Pearl, and walk four blocks to the Fraunces Tavern. Another bar, you ask? Not just any bar. Built in 1719, it was the site where Washington gave his farewell address to the Continental Army, in 1783. You can tour the museum or grab a meal in its restaurant.

Trundle two more blocks down Pearl to Battery Park, at the very tip of Manhattan. This and the streets around were where the Dutch first settled New Amsterdam in 1625. The park's centerpiece, Castle Clinton, began as a fort during the War of 1812 and later served as New York's immigration facility, welcoming eight million new Americans between 1855 and 1890. You can see its more famous successor, Ellis Island, from the waterside, adjacent to the Statue of Liberty. They're both accessible via ferries, but save that for another day.

For an uncommon end to your tour, catch the uptown 1 train (www.mta.info/nyct/service/oneline.htm) back to the Rum House in Times Square. Karen Brown sings and plays piano Tuesday through Saturday nights from 9 o'clock on. See you there.

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