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After sleeping fitfully on the night train from Hanoi (Note to self: Drink fewer liquids before a 10-hour journey on a train where the bathroom is a hole in the floor two cars down), we are herded onto a waiting minibus for the drive to Sa Pa.

The highlands village of Sa Pa, a 90-minute ride from Lao Cai, a trade center on the Vietnam-China border, has been billed as a bucolic paradise, green, peaceful and mostly unspoiled by modern commerce. But the morning is hazy and foggy and still a bit dark, and as our van struggles through traffic-choked streets, I can't see much of anything.

We drive past long stretches of small, faded buildings with their metal security doors rolled shut, advertising pho com (soup restaurant), bia hoi (fresh beer) and karaoke (no translation necessary).

Kids in Nike warm-up jackets and baseball caps drive scooters loaded with trays of cut-up chickens or boxes bursting with vegetables; mopeds carry entire families: two adults and two or three kids. It looks like bustling Ho Chi Minh City, except on a smaller, dingier scale.

Then, suddenly, the bus turns a corner and begins to struggle uphill, and the sun burns through, the fog lifting like a film being peeled from a piece of glass. Revealed is the lush landscape we had been promised. Low, mist-covered mountains, their sides precisely terraced with rice paddies. Rises covered with fir trees and endless beds of lavender-flowering indigo plants. A clear, rocky stream, crossed by a rudimentary wooden bridge. It's beautiful -- worth every second of last night's discomfort.

And that, for me, is Vietnam: Just when I'm about to give up on this place, something happens that makes me fall just a little bit in love with it.

Ho Chi Minh City

At times, Vietnam can be an easy place to love: When you're walking undisturbed through thousand-year-old palace ruins in the imperial city of Hue. When you're eating a huge bowl of pho -- beef noodle soup scented with cilantro, mint and lemon grass -- that costs less than 50 cents from a sidewalk vendor in Hanoi. When you're being fussed over in a tailor's shop in the ancient fishing port of Hoi An, being fitted for custom-made silk clothing that will be delivered to your hotel within 24 hours.

But at other times, it feels like trying to travel with a toddler, one who's loud, messy, frantic, constantly changing his mind and demanding all your attention, right this minute.

My husband and I had hit bottom in Ho Chi Minh City only a few hours after arriving in Vietnam and finding our way to a $15-a-night hotel in the area that caters to backpackers. Trying to walk to the nearby public market, we couldn't take two steps without being asked to buy something. Postcards? Cyclo ride? Taxi? Chewing gum? Spring rolls? Cigarettes? Beer? Hotel room? Guidebook?

Hot and frustrated, we retreated to a touristy cafe -- crowded with dreadlocked and tattooed Western backpackers, smoking and drinking Viet-namese-brewed 333 beer -- and wondered whether coming to Vietnam had been a good idea.

Less than 10 years ago, this trip would have been practically impossible for Americans. Vietnam is one of the few remaining communist countries in the world, and for years after the reunification of the country in 1975, Western tourists were largely kept out.

But after the government adopted an economic restructuring policy called doi moi in the mid-1980s that essentially allowed a capitalist economy to take root, and especially after the U.S. trade embargo was lifted in 1994, Vietnam has been busily rebuilding itself.

Tourists -- more from Europe, Australia and elsewhere in Asia than the United States -- have flooded in, now up to as many as 2 million a year. Shops, hotels, restaurants and tourist offices have multiplied. Everyone offers a smile, a "hello" and something to sell; everyone wants a piece of this economic boom. Today's Vietnam has the air of a place just about to explode.

This makes it an exciting place to visit, but at times a tiring one. Nowhere is the activity more intense than in Ho Chi Minh City.

Formerly known as Saigon, the country's largest city is its commercial and industrial hub, and a fascinating mix of Eastern and Western cultures. This is a place where, outside strings of shops selling electronics, jewelry, clothes, mopeds and washers and dryers, noodle vendors squat on the sidewalk, serving meals all day from their portable kitchens.

This is a place where the streets are crowded with taxis, small trucks and, especially, motorbikes -- 2 million in Ho Chi Minh City alone, one taxi driver informs us -- but where many vendors still travel by foot, carrying their goods in two wicker baskets, one on each end of a long bamboo pole slung over a shoulder, stopping whenever they see a potential sale.

We had planned to spend a few days based here, seeing some of the nearby sights, like the Mekong Delta's floating markets, huge flotillas of small boats moored together so closely that you can step from one to another, buying litchis and bananas from one boat, plasticware from another, conical straw hats from the next.

But the smog, the heat and the relentless commercialism got to us. On only our second day, we hopped on a flight to Hanoi, the northern capital. The center of the country's ruling Communist Party, it also has a reputation as a gracious, reserved city, older and quieter than Ho Chi Minh City, retaining a bit more of its French-colonial heritage and architecture. Also, roughly a thousand miles to the north, it would be cooler. We thought we might like it better.

Beautiful old Hanoi

"Mademoiselle," the cook says, waving my husband and me into her tiny restaurant, just a bare room that opens directly onto the street in Hanoi's Old Quarter. Her daughter smiles and propels us toward a low table in the corner, where we sit on tiny plastic footstools. Around us, several other diners, mostly older men, read newspapers and eat.

We don't have to order; the proprietress simply starts cooking. Squatting in front of a few pots on portable burners, she takes a couple of large handfuls of long noodles, cutting them with scissors and eyeballing them until the two portions seem equal. These she places in a bowl, ladling hot broth from a giant kettle over them.

Next, she plucks pieces of meat, hard-cooked eggs and dumplings from other pans and adds these to each bowl, finishing with a handful of fresh herbs. She hands the bowls to a young boy, who delivers them to our table, and then watches attentively as we dig in, giggling as my chopsticks keep dropping the long, slippery noodles. I laugh, too, but I keep trying; the pho is too delicious to leave in the bowl.

The cost for breakfast? Less than $1. We head out into the early-morning streets, well fed and happy. It's our third day in the country, and Vietnam is growing on us.

Hanoi is jammed with traditional tourist sites, including ancient temples and pagodas, French cathedrals, scenic lakes and parks, and a gaggle of buildings dedicated to the late Vietnamese ruler Ho Chi Minh, including a museum, the stilt house where he lived in the 1960s, and the mausoleum where his remains are on display. We'll eventually see some of these, but mostly we spend our time in Hanoi getting a feel for the city -- walking, shopping, eating and just sitting.

Hanoi is perfect for this type of touring because it's compact, walkable and, somewhat surprisingly for such a large urban center, quite beautiful.

Tourists spend much of their time in the Old Quarter, which has been the city's commercial district for more than 1,000 years. The district begins at the edge of Hoan Kiem Lake, edged by weeping-willow trees and a small park where young and old gather to exercise at dawn.

At one time, each of the narrow, twisted streets in the quarter was named for the type of goods you could buy there -- silk, bamboo, copper. Today, the old names are still used, but the streets have become less specialized; stores sell merchandise of all sorts, from traditional water puppets, carved wooden boxes and silk clothing to fake designer sunglasses, boomboxes and T-shirts printed with the image of Ho Chi Minh, four for $10.

The exception is the meat and produce market, with sections still dedicated exclusively to fresh displays of fish, flowers, live chickens, vegetables, herbs and fruits, and filled with buyers and sellers haggling over prices and quality.

The market becomes our favorite place for lunch. At one stall, we buy fritters of sliced bananas and sweet potatoes, dipped in a sweet rice-flour batter and fried. At another, we try a crusty French baguette filled with a spicy paste and cucumber slices, garnished with cilantro and fish sauce, the national Vietnamese condiment. At a third stall, we buy giant prawns, cooked over a charcoal grill, served with French bread and Vietnamese beer.

The Old Quarter has also been an area of growth for hotels, restaurants and coffee bars. We linger over sweet iced coffees and spring rolls at a second-story cafe overlooking the traffic circle across from Hoan Kiem Lake, watching the cat-and-mouse game that is city traffic.

Traffic in Hanoi, as in other large Vietnamese cities, is dominated by motor scooters, traveling six or eight or more abreast. There seem to be few lanes, few traffic lights and only one rule -- if you're driving, don't hit anyone.

After a couple of days, Hanoi's charms wear a bit thin; it's still a city of people trying to make up for lost time economically. Some of our fellow tourists have developed strategies for spurning the persistent vendors and cyclo drivers -- ignoring them, frowning, pretending not to understand English. (Practically all young Vietnamese speak at least a bit of English, though some older people still speak French.)

I, however, must look like an easy mark; I can't help but speak to every vendor, often with a smile, even when I'm saying no.

Before our arrival, we had wondered whether our being American would have anything to do with our reception. My husband and I weren't yet teen-agers when Saigon fell in 1975; neither of us had strong memories of what is here called the American War. But neither, it turned out, did most of the people we met. Vietnam is a young country, with the bulk of the population under 30. And even the older people we met seemed to bear no ill will toward Americans individually; many were delighted to hear where we were from, mentioning cousins or friends who live in the States.

Overall, most of the Vietnamese we met were genuinely friendly and just trying to make an honest living, but we still found ourselves putting up our guard, getting frustrated too easily.

On impulse, we book a three-day tour to Sa Pa in the northwestern highlands, where indig-enous hill tribes, each with their own culture, clothing and language, still make up a large part of the population.

Sa Pa is as far from the city as you can get in Vietnam, we're assured. It's not a short trip -- at least 10 hours overnight on the train both ways -- but we figure that, to see another side of this diverse country, it's worth it.

In the highlands

Sa Pa was built as a hill station by the French in the early 1920s, a scenic retreat where they could escape the heat and humidity of the lowlands and the coast. When the French withdrew, it declined, with hotels and cafes being shuttered and many people moving to cities in search of work.

But over the past decade, it has been discovered by tourists eager to see the lovely mountain vistas and experience the culture of the hill people. Hotels have been restored or built from scratch, restaurants have opened, tour guides have multiplied. There's even an Internet cafe. Now the market in Sa Pa is flooded with tourists every day, and there are frequent organized tours to smaller markets in the surrounding villages.

Sa Pa seems like the Vietnamese version of a Colorado ski town; a couple of the new hotels are even built in the style of a mountain chalet, complete with flower-filled window boxes. But it's still somewhat rustic, with dusty, steeply angled streets and little traffic. Our simple guesthouse has a terrific view of the town and surrounding valley -- but requires a climb of six flights of stairs to get to our room.

Yet some complain that the influx of outsiders -- still only a tiny proportion of those who visit Vietnam -- is having an adverse effect on the culture of the tribal peoples, essentially Westernizing them.

True, the Hmong and Dao women in particular have taken well to capitalism. The women have learned that their craft work -- pressed-tin and silver jewelry, and beautifully dyed and embroidered pillows, tablecloths, purses, vests and dresses -- were coveted by the Western visitors. Now small groups of women and larger bands of girls, as young as 7 or 8, congregate on the main tourist streets and near the market, wearing gorgeous traditional dress and trolling for customers.

"You're pretty!" one calls out.

"I like your hat!" says another, emboldened by the first.

"Where are you from?" asks a third, and they all collapse into giggles. But they keep their mind on business. Pause for even a second and risk being engulfed by a sea of smiling, chattering little saleswomen, each begging that "you buy from me, from me."

The tactics work. I end up with far more tin bracelets and indigo garments than I can possibly use, and many new, small friends, all of whom remember us the next day when we wander through the market.

Peeking into villages

"Are you ready?" asks a tiny, beautiful girl, dressed in the traditional clothing of the Black Hmong tribe -- a skirt, vest and leggings dyed in indigo, a blue-black so deep it's almost shiny, and embellished with rows of colorful embroidery, and a conical hat, her long black hair pinned within it and the ends spilling from the opening at the top. She also wears huge loop earrings, an armful of bracelets, and, in a nod to the changes that have arrived in her world, a pink ribbed turtleneck, a nylon backpack and flat plastic-soled sandals.

Her name is Zei, and she will be our guide for the next two days. She looks about 12, but she says she is 16 and has been leading tours for almost three months. Today we'll have an easy hike -- a couple of hours round-trip to a waterfall that was once harnessed for electrical power by the French, with a leisurely side trip over a wooden footbridge and through fields of indigo.

But the next morning, when Zei comes to collect us after breakfast, it's a different story. Today we will visit three ethnic villages -- one settled by the Hmong, Zei's tribe; another by the Tay, known for their wooden stilt houses; and the last by the Dao, recognized by their bright red, puffy turbans, edged with large silver beads.

"We will walk for 14 kilometers [about 8.5 miles] today. Mostly down, though," says Zei, whose English is very good, from talking with tourists. (She didn't study English in school -- in fact, she says she hasn't been to school regularly in years, which apparently is sadly typical among the hill-tribe children. Her first language is Hmong, which somewhat resembles Chinese, but she says her English is better than her Vietnamese.)

"You'll be OK?" she asks, shouldering her backpack, containing lunch and water for all three of us, and assuring us we can catch a ride back to Sa Pa rather than repeat the 14-kilometer route. We promise her we can handle it, and we head out of town.

For a while, we keep to the main road, where the lovely overlooks of forests, rice paddies, indigo fields and the occasional small house must compete with a constant passing stream of minibuses, scooters and small trucks. After about a mile, we evidently pass some sort of test, for Zei leads us off the main road and its parade of tourists and onto a barely discernible footpath, descending steeply into the wooded valley.

"This is a better way," she says.

"Shortcut?" I ask.

"No, just better," she says.

This, apparently, is a local route. We no longer see tourists, but we pass water buffalo, which ignore us, and Hmong women and girls on their way to market, who smile and offer to sell us yet more indigo clothing. At one point, we're passed by a group of eight or nine young teen-agers, each carrying a piece or two of corrugated metal on his head and walking about twice as fast as we are on the rocky path.

"Someone is getting a new roof," Zei observes.

Sometimes, we can see a small house or two, tin or thatched roofs nearly obscured by the greenery. Most often, we see an endless expanse of green. Though the villages have been billed as the tour's highlight, we find ourselves more thrilled by the landscape. It changes from thick forest to a more open valley; we cross rocky streams on rickety-looking wooden footbridges and clamber up staircases rudely fashioned from flat stones. Eventually, the path seems to disappear. We pick our way through rice paddies, carefully balancing on the earthen dikes that are built into the hillsides.

Zei, at first shy, begins talking more the farther we walk. She lives with her mother and little sister; we get the sense she is their main source of income. She used to sell trinkets to tourists, but when her English was deemed good enough, she was hired as a guide, an event she seems to regard as a striking bit of good luck.

She makes better money -- a few dollars per trip, plus tips -- and the work is steadier. To her, being a tour guide is easy -- just walking along paths she'd be using anyway. And usually, she says, the people are nice.

At the last village, little more than a half-dozen huts in a loosely arranged group, we run into another guide, a friend of Zei's, and her charge for the day, an Australian army officer named Flo whom we'd met on the train.

Flo has taken a longer excursion, and she'll be spending the night in one of the villager's homes. They invite Zei and us into the home to look around; it's cozy and comfortable, with wooden benches, a small kitchen and several platforms piled with bright blankets for sleeping. The guide offers us cool water and snacks, but we still have a long way to hike; we have to be on our way.

"Isn't this the greatest?" Flo stage-whispers to me as we leave her to head back to Sa Pa. "Don't you love that you're seeing this?"

Flo is talking about the villages and the day's hike, and I agree with her. But as we make our way back to the main road, where local entrepreneurs will offer us rides on their mopeds back to Sa Pa, I realize that I've come to feel that way about Vietnam. Ten years from now, as the economy continues to explode and ever more Western tourists discover it, it will be a different country. For better and for worse, I love that I am seeing it now.

When you go

Getting there: Vietnam has two major international airports, in Hanoi and Ho Chi Minh City. No U.S. airlines fly directly to Vietnam, but several have code-share agreements with Asia-based airlines, so travelers can book flights easily and even get frequent-flier miles.

Before you go: In addition to a passport, a visa is required for U.S. citizens. Apply at least four weeks in advance to the Embassy of Vietnam, (202-861-0737). Details are available at

* No vaccinations are required, except for travelers arriving from certain countries outside the United States. The U.S. Centers for Disease Control and Preven-tion offer good guidelines at / travel / seasia.htm.

Getting around: If you have not booked a package tour, individual tours and transportation can be booked easily after you've landed in Vietnam, especially in Ho Chi Minh City and Hanoi.

* Long-distance ground transportation is slow and not particularly comfortable. Foreigners are not permitted to drive rental cars, though a car with driver can be hired for less than $50 a day, about what you'd expect to pay for a rental car.

* Other options are tourist buses (the Hanoi-Ho Chi Minh City leg takes about 36 hours and costs under $50 for first-class sleeper seats) and short flights. Daily flights between Ho Chi Minh City, Hanoi, Hue, Danang and a few other smaller cities cost less than $100 one-way and can be booked with just a few hours' notice at the airport or at numerous tourist cafes.

For more information: For an overview of traveling in Vietnam, including information about crime risks, transportation, health and other matters, see the U.S. State Department's consular information sheet at / vietnam.html.

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