Callao

When people discuss great South American cities, Lima is often overlooked. But Peru's capital can hold its own against its neighbors. It has an oceanfront setting, colonial-era splendor, sophisticated dining, and nonstop nightlife. It's true that the city—clogged with traffic and choked with fumes—doesn't make a good first impression, especially since the airport is in an industrial neighborhood.

But wander around the regal edifices surrounding the Plaza de Armas, among the gnarled olive trees of San Isidro's Parque El Olivar, or along the winding lanes in the coastal community of Barranco, and you'll find yourself charmed. In 1535 Francisco Pizarro found the perfect place for the capital of Spain's colonial empire. On a natural port, the so-called Ciudad de los Reyes (City of Kings) allowed Spain to ship home all the gold the conquistador plundered from the Inca. Lima served as the capital of Spain's South American empire for 300 years, and it's safe to say that no other colonial city enjoyed such power and prestige during this period.

When Peru declared its independence from Spain in 1821, the declaration was read in the square that Pizarro had so carefully designed. Many of the colonial-era buildings around the Plaza de Armas are standing today. Walk a few blocks in any direction for churches and elegant houses that reveal just how wealthy this city once was. But the poor state of most buildings attests to the fact that the country's wealthy families have moved to neighborhoods to the south over the past century.

The walls that surrounded the city were demolished in 1870, making way for unprecedented growth. A former hacienda became the graceful residential neighborhood of San Isidro. In the early 1920s the construction of tree-lined Avenida Arequipa heralded the development of neighborhoods such as bustling Miraflores and bohemian Barranco. Almost a third of the country's population of 29 million lives in the metropolitan area, many of them in relatively poor conos: newer neighborhoods on the outskirts of the city.

Most residents of those neighborhoods moved there from mountain villages during the political violence and poverty that marked the 1980s and ’90s, when crime increased dramatically. During the past decade the country has enjoyed peace and steady economic growth, which have been accompanied by many improvements and refurbishment in the city. Residents who used to steer clear of the historic center now stroll along its streets. And many travelers who once would have avoided the city altogether now plan to spend a day here and end up staying two or three.