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Downtown Norfolk's centerpiece is the MacArthur Center, a 1-million-square-foot shopping mall covering the 9 square blocks bordered by Monticello and City Hall avenues, Freemason Street, and St. Paul's Boulevard (tel. 757/627-6000; www.shopmacarthur.com). The main entrance is on Monticello Avenue at Market Street. Anchored by Nordstrom and Dillard's department stores, it has most of the mall regulars, an 18-screen cinema, a food court, and full-service restaurants.

Built in 1983 between Waterside Drive and the Elizabeth River, the Waterside Festival Marketplace (tel. 757/627-3300; www.watersidemarketplace.com), which everyone calls simply the Waterside, was the catalyst for downtown Norfolk's revitalization, like Baltimore's Inner Harbor, Boston's Faneuil Hall, and New York's South Street Seaport. The Elizabeth River Ferry and harbor cruises leave from the dock outside this glass-and-steel pavilion. With so much of its shopping business now going to the MacArthur Center, the Waterside now is primarily a dining and entertainment center.

In Town Point Park, to the west of the Waterside, don't miss The Homecomer, a statue of a returning sailor greeted by his wife and child, and the moving Armed Forces Memorial, where bronze letters written home by fallen sailors and marines litter the ground. The park's amphitheater features a full schedule of free events all year -- concerts, children's theater, magic shows, puppetry, and more. Beyond the park stand the riverfront's most conspicuous buildings, the huge gray NAUTICUS, The National Maritime Center and the glass-enclosed, semicircular Half Moone Cruise and Celebration Center, the city's modern cruise-ship terminal (www.cruisenorfolk.org).

East of the Elizabeth River bridges and I-264, Harbor Park, a 12,000-seat stadium, is home to the Norfolk Tides, a Class AAA International League baseball team affiliated with the Baltimore Orioles (tel. 757/622-2222; www.norfolktides.com).

Norfolk's Cannonball & Civil War Trails

Two self-guided walking tours of downtown will take you through 400 years of Norfolk's history. Beginning at the Freemason Street Reception Center, 401 E. Freemason St., sidewalk inlays and medallions mark the route of the Cannonball Trail through downtown, along the waterfront, and through the historic Freemason neighborhood. The local version of Virginia's Civil War Trails follows much the same route but with an emphasis on Norfolk in 1862. Pick up maps and brochures at the visitor centers.

You will have a guide as you follow the Cannonball Trail with Segway Tours of Hampton Roads (tel. 775/412-9734; www.segwayofhamptonroads.us). The 90-minute tours on the stand-up Segway machines depart daily at 10am, 1pm, and 3pm from Machismos Burrito Bar, 409 York St. They cost $60 per person. Reservations are essential.

Harbor Cruises to Where the Ironclads Fought

Three cruise boats docked at the Waterside or NAUTICUS offer cruises on the Elizabeth River, Hampton Roads, and the Chesapeake Bay. You will pass the naval base with nuclear subs and aircraft carriers and cross the site of the Civil War battle between the Monitor and the Merrimac.

The best for the money is the 2-hour Victory Rover (tel. 757/627-7406; www.navalbasecruises.com) cruise from NAUTICUS to the Norfolk Naval Station -- or as close thereto as security will permit. It has summertime trips departing at 11am, 2pm, and 5:30pm, and at least one trip a day (usually departing at 2pm) the rest of the year. Fares are $17 adults, $10 for children. Combination tickets with admission to NAUTICUS cost $24 adults, $17 for children.

From April to October, there are cruises on the American Rover (tel. 757/627-7245; www.americanrover.com), a graceful schooner modeled after 19th-century Chesapeake Bay schooners. Prices for the 1 1/2-hour midday cruise and the 2-hour 3pm cruises along the Elizabeth River are $14 and $16 for adults, $8 to $10 for children 11 and younger, respectively. It also goes on sunset voyages and adults-only Saturday night party cruises. Call for exact times and reservations.

Also departing from the Waterside, the sleek Spirit of Norfolk (tel. 866/304-2469 or 757/625-3866; www.spiritofnorfolk.com) is like an oceangoing cruise ship, complete with dancing, good food, and entertainment. Call for prices, schedule and to make reservations.

A Ferry Ride to Olde Towne Portsmouth

Across the Elizabeth River from downtown Norfolk, Portsmouth's Olde Towne section traces its roots back to 1752. Like those in Charleston and Savannah, its homes present a kaleidoscope of architectural styles: Colonial, Federal, Greek Revival, Georgian, and Victorian. Plaques mounted on imported English street lamps point out their architectural and historical significance.

Ferries were the main means of getting across the river until the 1950s, and the paddlewheel Elizabeth River Ferry (tel. 757/222-6100; www.gohrt.com) still makes the short but picturesque trip. During summer it departs the Waterside marina every 30 minutes Monday to Friday from 7:15am to 11:45pm, weekends from 10:15am to 11:45pm. Off-season service ends at 9:45pm Sunday through Thursday, 11:45pm Friday and Saturday. Fare is $1.50 for adults; 75¢ for children, seniors, and passengers with disabilities (exact change required). There is no ferry service on Thanksgiving and Christmas Day.

Get off at the second stop, Portsmouth's North Landing Visitor Center, on Harbor Court (tel. 800/767-8782 or 757/393-5111; www.visitportsva.com), and pick up a walking tour brochure and map. The center is open daily 9am to 5pm.

Worth seeing are the Portsmouth Naval Shipyard Museum, 2 High St., and the nearby Lightship Museum (tel. 757/393-8591 for both; www.portsnavalmuseums.com), in Riverfront Park at the foot of London Boulevard. The Lightship Museum is the lightship Portsmouth, built in 1915 and anchored offshore until the 1980s to warn mariners of the dangerous shoals on the approach to Hampton Roads.

Tree-lined High Street, the main drag running inland from the harbor, has several restaurants and coffee shops, including the Bier Garden (tel. 757/393-6022) and Cafe Europa (tel. 757/399-6652).

Note: This information was accurate when it was published, but can change without notice. Please be sure to confirm all rates and details directly with the companies in question before planning your trip.