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Few food festivals can reduce us to a state of schoolgirl giddiness quite like New York's Annual Chocolate Show.

For one, it's a festival dedicated to chocolate, so they have us at hello.

We're also transfixed by the numbers involved: 40, 000 square feet of chocolate, with over 75 booths of brands ranging from Valrhona (www.valrhona.com) and Godiva (www.godiva.com) to mom and pop stores like New York's gourmet-hipster Chocolate Bar (www.chocolatebarnyc.com) and the always-fresh Peanut Butter & Co (www.peanutbutterco.com).

And it doesn't hurt that the show has a few chocolate fountains that constantly spew liquid chocolate. They occasionally occupy our daydreams during important editorial meetings.

But we also love that this festival is such a kooky blend of high fashion and family-friendly fare, and that it brings together both casual Snickers-lovers and chocolate connoisseurs. If there was ever a place to discuss cacao percentages with your children, this is it.

The show runs from November 10-13 (Thursday through Sunday) at the chic Metropolitan Pavilion and Altman Building in New York's Chelsea neighborhood. Tickets are available through www.ticketmaster.com and are $25 for adults, then free for your first two kids under 12, and $8 for additional kids ages 5 to 11. Discounts are also available for large groups on Thursday and Friday.

The organizers were unable to give us the discount code we posted last year, but they're offering this sweet deal for Frommer's readers instead: buy tickets for the Thursday or Friday shows (November 10 and 11), and you'll have a free pass to a special chocolate and wine pairing, hosted by Gotham Wine & Liquors (www.gothamwines.com) and J. Emanuel Chocolatier (www.jemanuel.com) from 6-8:30pm both nights. Just print out this article, bring a copy to the bar area in the Chocolate Lounge and point to this sentence: FREE FROMMER'S PASS, PLEASE! Organizers can't confirm how much wine and chocolate you'll get, but they estimate this is an $8-$12 value.

Otherwise, all the booths offer free samples of chocolate -- small chips about the size of a quarter -- but you'll easily wind up spending a total of $5-$15 on larger samples. Gifts and products are typically $10-$40 or more.

Look for every type of chocolate you can think of and then some: chocolate éclairs, chocolate truffles, chocolate crepes, milk chocolate, dark chocolate, hot chocolate, cold chocolate, chocolate mousse, green tea chocolate, black pepper chocolate, chipotle chile chocolate, curry chocolate, organic chocolate, kosher chocolate, chocolate-covered potato chips, chocolate-covered figs, chocolate covered kumkwats, and on and on.

MarieBelle (www.mariebelle.com) serves up samples of ultra-rich hot chocolate in four flavors, including "Aztec Original" and "Spicy Hot," which we bought last year ($22 for 20 oz.). Their boxes of ornately decorated chocolate squares are pricier (2 pieces for $7, up to 36 for $78).

We also bought Philadelphia-based John & Kira's Chocolates (www.johnandkiras.com) and highly recommend their impossibly fresh "Garden Mint" chocolates. Other flavors include "Bergamot, "Papohaku Farm Ginger" and "Green Meadow Farm Strawberry."

And a company called Gold Star Chocolate (www.goldstarchocolate.com) was offering a great deal on one of the show¿s best truffles -- $12 for 2 large boxes of the dark, buttery Cemoi Truffes Fantasie, each coated in fresh cocoa powder. We¿ve been ordered to buy and ship a few boxes to our editor in San Francisco.

The French Michel Cluizel (www.cluizel.com) also labels his fine chocolate bars by plantation, from "Concepcion" in Venezuela to "Mangaro Noir" in Madagascar. They sell chocolate ranging from 33% cacao to a pimple-popping 99%. If you don't normally pay attention to cacao percentages, the Weiss Chocolat (www.weiss.fr) booth should be located near the Cluizel booth and is a handy place to taste lots of clearly labeled samples, ranging from 29% to 85%.

The Chocolate Fountain (www.thechocolatefountain.com), the stuff of our daydreams mentioned above, is a small, gurgling, 3-tiered milk chocolate fountain that's available for party rentals, and for $3 you can swipe a stick of marshmallows under it, plate it, and eat it. This is not the show's most refined chocolate, but it had us grinning ear to ear.

You'll also find a few dozen internationally renowned pastry chefs on hand for demonstrations, including Jacques Torres (www.jacquestorres.com), Saturday at 4pm, and François Payard (www.payard.com), Saturday at 2pm. We're also curious about "Chef Rubber" Paul Edwards (www.chefrubber.com), Thursday at 6pm, who specializes in making elaborate molds for fun-shaped foods.

This show certainly gets a lot of mileage out of its cocoa beans. But just eating chocolate is apparently passé now, and one of the most entertaining aspects of the show is seeing all the non-edible items that chefs and artists are able to inject with the festival's star ingredient. You'll find chocolate-infused oil paintings over in the "Chocolate Lounge," which you can enjoy while you sip from your chocolate martini. Then you can unwind with some chocolate-infused chocolate facials in the Chocolate Spa while the kids try to stave off a sugar coma by making chocolate crafts in the "Kid's Corner."

You'll also find a five-tiered chocolate pagoda over at the Mary's Chocolate (www.mary.co.jp) booth of exquisite Japanese chocolates and truffles. Elsewhere, the band Ecuador The Link will perform a song "Choco Dance," a song celebrating cocoa harvesting, and Michael Singletary (www.michaelsingletary.com) is offering what promises to be "chocolate hip hop."

All of the heady high-concept creativity peaks at the opening night Gala & Chocolate Fashion Show, Tuesday November 8, from 7-9pm ($150, tax deductible), in which world-renowned designers create outlandish couture out of stitched-together chocolate bars, chocolate beads, and molded-chocolate hats and handbags. Most of the costumes use a fabric base with applied chocolate "paint," which seems like cheating to us, but the results are still impressive. (And hello, chocolate pasties! You don't see that at a chowder festival.) If you skip this gala, you'll see the costumes on mannequins at the show.

It all adds up to a sort of Parisian Wonka factory for stylish families, which may seem a bit haughty and ridiculous at times, but the sheer invention and exhaustive creativity on display will win you over. Even if you don't eat the chocolate, this show is an invigorating jolt.

Call 866/CHOC-NYC or log onto www.chocolateshow.com.

The Metropolitan Pavilion and Altman Building are located at 125 West 18th Street, between 6th & 7th Avenues. Take the 1/9 subway train to 18th Street and walk east. By bus, take the #5, 6, 7, or 10 to 18th Street. (Click here for a map.)

Talk in the message boards about the Chocolate Show.