FES, Morocco -- We are rounding the bend, the satellite-tipped rooftops of Fes coming into view in the valley below, when Marrakchi Benjaafar forgets his role as an official with the Moroccan tourist office and briefly turns into ... Stevie Wonder?

"Isn't She Lovely ...," he suddenly sings, a smile creasing his 60-year-old face as if he were a child.

Marrakchi was born and raised in Fes and recently bought a fixer-upper in the old section, next to his cousin's. The impromptu outburst is from the heart. He is coming home and the happiness, he would say later, "stops time."

That may be true but in fact time appears to be catching up to one of the more liberal cities in an increasingly liberal Arab nation. Fes is a convergence of cultures rather than a clash, where much of the city's million-plus people have discarded their jellabas for jeans, where bulldozers compete with donkey carts and restaurant-goers now have a choice between cous-cous and, yes, McDonald's. It is both a UNESCO world heritage site and a university town, the kingdom's first capital (dating back to 808) and its intellectual centre.

Now, settlers from Europe, and from different tribes within Morocco itself, have made Fes a mosaic as colourful as the carpets it is famous for.

It is a city that, as Marrakchi says, "belongs to all Moroccans" -- even if they are Jewish (although the old Jewish sector has pretty much disolved into the core).

The imam may still call for prayer five times a day from numerous minarets but in Fes, race, religion and gender are uniters, not dividers.

Still, this is Morocco and modernism only goes so far, particular in Fez el Bali ("the old" sector). Venture through the gates into the steeply walled city and prepare to be lost in a world gone by. Here a 25 sq. km labrynth of lanes and passages, stairs and cul de sacs, some no more than a metre wide, have been said to leave even long-time residents longing for a GPS.

Tourists? Well, you probably won't get hassled but you might get coaxed into buying something when you stop to ask directions. It is a warren of traditional souks and craftsmen, food carts, potters and tanners and dyers, spice shops and a communal wood oven. Prayer halls and ancient mosques hide behind mammoth doors almost as old as the medina itself. And just dip into one of the many riads -- or old guesthomes -- and be prepared to be left breathless by the soaring cedar ceilings and intricately tiled walls.

In one section, gleeful school girls teem out of a Koranic school and mob a foreigner holding a camera. In another, a man purchases a live chicken and has it butchered at once to his liking.

But if Fes is a year-long festival, it only takes you minutes to reach the serenity of olive groves and a few more minutes to reach nirvana. And we're not talking about the unlikely, if magnificent, Fez Golf Course.

No, this comes with a more proper name: Sothermy, the oldest -- dating back to Roman times -- and largest hot springs in the country. Legends abound about its healing properites but the approximately one million people a year -- mostly Moroccans -- who transform the tiny village of Moulay Yacoub into Spa City -- certainly buy into it. You can skip the pedicure, manicure and massage and just immerse yourself for a day in a sulphur sauna and steaming mineral baths for about $10.

Nestled in the heart of the Middle Atlas mountains, Fes is about three-hour drive inland of Casablanca, which, despite the romanticism -- thank you, Humphrey Bogart -- acts, looks and smells like any European city. It is also the main transport hub but fortunately the real Morocco lies not far away. One hour along the coast to be precise, is Rabat, the kingdom's current capital, both geographically and culturally.

This is a city dominated by 12th-century ramparts of the Oudaia Kasbah, a fortress once built to protect the city from foreign crusaders but now embracing them like a long-lost relative. Here, young people mingle along the sea wall with displays of affection practically unheard of in other Muslim countries, where ochre walls, a trademark of life in the kingdom, has given way to a stunning azure, in deference to Moorish settlers.

And it is here, sipping a mint tea in a Moorish cafe, that all the pieces come together. Along the Andulasian sea wall, as the boats bob in the surf of the North Atlantic and young children fish off the rocks, you are left to ponder: In how many other places would the past be so welcomed as part of the future?

BOTTOM LINE

WHAT TO SEE

Fes can be seen from above by the Borjsud fortress-turned-museum. Kasbah Cherada, royal palace and the Jewish cemetery in Mellah provide just a few of the dozens of oh-wow moments you can expect. In Rabat, one should visit the old Roman town of Sala. The El-Atikia Mosque was built in the 1100s. Non Muslims are forbidden to enter the mosques but they can visit the tomb of Mohammed V, the current ruler's father.

WHERE TO STAY

One word: Riads. Renovated by new owners, they give you the real Morocco and leave you wanting more. Dar Victoria, Sheharzade and El Ghalia are among the finer choices in Fes' medina. If luxury hotels are more to your liking, Sofitel's Palais Jamai has treated countless royalty and other VIPs.

WHERE TO EAT

You can't get much more romantic then having a couple of greeters with lanterns guiding you through the medina's maze. And you can't be much more spoiled at La Maison Bleue, voted one of the world's best restaurants. Meals are elaborate, come in countless courses and time-consuming -- accompanied by the music of Moroccan minstrels.

GETTING THERE

Royal Air Moroc flies direct to Casablanca from Montreal.