Even though I was tethered to a guard rail, I involuntarily gripped it as I looked down 32 stories from a narrow catwalk to the blue waters below where I stood on the top of the Sydney Harbour Bridge

"Sydney," said Vic Martin, our young guide, "might be just another port city, except for three things which, when you put them together, make the city extraordinary--the harbor, the opera house, and the bridge."

I had to wholeheartedly agree. And I could see by their awed expressions, there would be no argument from the 10 other people standing with me at that moment on the top, and in the middle, of the arch of the bridge, 440 feet above the water.

The spectacular view of this remarkable Australian metropolis and its vast harbor was 360 degrees. I felt I was soaring over the city, a la Spider-Man. We had climbed here across metal passages, up stairs and ladders, and over uneven surfaces on what has become one of Sydney's most popular tours, the climb to the summit of the city's most distinguished landmark (see sidebar on page 13). To our immediate right were the distinctive white folds of the second most recognizable structure, the Sydney Opera House, looking as though it might sail off at any moment from its perch at the water's edge. Behind us was downtown Sydney, a skyline where 19th century colonial churches and former public edifices are dwarfed by surrounding glass and steel skyscrapers. Circular Quay, Sydney's busiest ferry terminal and dockage for cruise ships, sparkled blue and bright in the morning sun, while beneath our feet, far below, trains, traffic, and pedestrians moved along the rail lines, roadways, and walkway of the world's largest steel-arch bridge.

Immediately nicknamed the "coathanger," a term of endearment which survives today, the bridge was begun in 1923, with the last rivet inserted eight years later. Countless millions have walked and ridden across it during the ensuing seven decades, but no one ever imagined a million people, aged 12 to 100, would one day also climb it. Like the rest of Australia and its largest city, the Harbour Bridge and its current uses is just one of the fascinating surprises and adventures to be found here.

The harbor itself was a fortuitous discovery. It was sighted, but never entered, by famed explorer Captain James Cook, who recommended Botany Bay, 12 miles south, as a harbor after visiting on his way home from Tahiti in the lush days of April 1770. When the First Fleet arrived from England in the hot and dry summer of 1788, however, they found the bay totally inhospitable for colonization, even for the 778 convicts and 250 soldiers aboard the flotilla's 11 ships, Instead, Sydney Harbour, named for Lord Sydney of England, was chosen, a place described by Capt. Arthur Phillips, first governor of New South Wales (Sydney's state), as "the finest harbor in the world, in which u thousand ships of the line may ride with the most perfect security."

The date he arrived, January 26, became Australia Day, and the general area where he landed is known as "The Rocks," a residential and commercial region beneath and beyond the bridge. Today the area is better known for fine restaurants, pubs, cafes, and a Sunday open-air market where you can shop for everything from opals to oranges. The Museum of Contemporary Art is also here, or you can just sit and contemplate the early days from a bench in First Fleet Park, often in view of a cruise ship or two. The neighborhood, with its narrow streets and renovated 19th century buildings, is Sydney's oldest.

The Rocks is adjacent to Circular Quay, a lively waterfront scene of commuters, strollers, vendors, musicians, and the city's busiest ferry terminal. From here, for a few Aussie dollars, you can strike out in all directions to beach suburbs such as Double Bay, Rose Bay, or Watsons on the south shore, or popular Manly on the north shore. Day and evening coffee cruises and other tour boats leave from here as well, but if you want to see some of the local flora and fauna mixed in with the scenery, opt for a ferry to Taronga Zoo. Both the array of exotic and Australian wildlife and the setting, up on the bluffs of the north shore 12 minutes from Circular Quay, make it worth the trip.

From here, as well as from just about anywhere along Sydney Harbour, you can see the famous Opera House, still as popular and as grandly controversial as the day Queen Elizabeth opened it in 1973, 10 years behind schedule and 10 times over budget. Its white, sail-like roof over two separate theaters accounts for most of the architectural notoriety, but its reflective glass also makes it glow and soften in the sunlight when seen from different angles at various times of day. The surrounding park provides a place to picnic, and sidewalk cafes along the waterfront are always packed. Tours of the Opera House are conducted daily, but if you just want to sit quietly and contemplate it, along with the rest of the harbor, Mrs. Macquaries Point in the Royal Botanic Gardens is the place. Here Mrs. Macquarie, wife of New South Wales governor Lachlan Macquarie, would sit in her chair by the hour back in 1810, never dreaming there would one day be an Opera House, much less a vibrant, energetic city like Sydney.

Today, she probably would have gone shopping instead of just sitting around. Like most dynamic modern cities, downtown Sydney has myriad shops and department stores, but the governor's wife might have felt most comfortable inside the old Queen Victoria Building, erected in 1898 as an outlet for fruits and vegetables. After years of neglect, the ornate, three-story sandstone building was restored in the 1980s with 200 shops, boutiques, cafes, and an interior which features mosaics, stained-glass, and an exquisite Royal Clock suspended from a dome. The QVB, as it's known, covers a full city block in the heart of downtown, and is one of the most popular stops on the route of the "Sydney Explorer," the city's $30-a-day narrated tour bus. The red, hop-on-and-off buses make 26 stops at 20 minute intervals, with the first departure from Circular Quay at 8:40 a.m., and the last roundtrip at 5:20 p.m. The blue, similarly-priced "Bondi Explorer" bus makes 19 stops on a 30-kilometer path through Sydney's affluent suburbs and along beaches, or you can hire a personal guide like Jane Strang (j.strang@bigpond.com) who can acquaint you with more detail, like where Nicole Kidman and Russell Crowe reside in the city.

Both "Explorer" buses also stop at Darling Harbour, Sydney's other cruise terminal. It's every bit as busy as Circular Quay, with the National Maritime Museum, IMAX Theatre, Sydney Aquarium, and Star Casino. Cockle Bay Wharf is lined with outdoor budget cafes as well as international upmarket restaurants, and there's plenty of shopping in the area. If you're looking for the funky, trendy and bohemian, however, take the bus or a taxi to Darlinghurst and Kings Cross east of Hyde Park. The former is a collection of sidewalk cafes where you can read the paper over an espresso while watching the world go by: while the latter is a seedy collection of fast food places, shops, and walk-in massage parlors, strangely mixed with some expensive restaurants and hotels. While it's a relatively tame curiosity by day, Kings Cross is a redlight district at night where items bought and sold often take on a distinctly illegitimate flavor. If you want to bypass this atmosphere, go directly east to Elizabeth Bay, a more fashionable hangout for writers, journalists, and artists.

After absorbing all that urban Sydney has to offer, cruise-ship passengers who wisely plan several days here before or after a cruise may want to escape into the countryside, and two worthwhile options can be exercised either with a rental car or on a day or overnight tour. If your cruise itinerary includes a stop at Newcastle, you can opt for a ship's tour of the Hunter Valley, the vaunted wine country of New South Wales. Otherwise, day tours and overnight trips are offered from Sydney, about two hours away. Wine-tasting (2003 was a great year), golf, hot-air balloon rides, horseback riding, and hiking from exquisite bed & breakfasts and small hotels are but a few of the things available here.

The Blue Mountains west of Sydney are another excellent choice. There are 26 townships and 247,000 hectares of national parks off two main highways, which cut through the once impenetrable mountains. A chasm of blue-green forests, tinted by haze from the eucalypti plantlife, spreads out in panoramic views from sandstone cliff3 and bluffs. Townships offer antique shops, galleries, regional restaurants, and small hotels, while parks are laced with hiking trails, plunging waterfalls, and curious wildlife, including plenty of Australia's abundant kangaroos.