To Cartageneors, this proud languid old Caribbean port is best symbolized by a pair of beat-up thoroughly disreputable old shoes. In outsized bronze, "Las Botas" sprawl in the shadow of Cartagena's great walls to commemorate a beloved verse by the poet of the city, Luis Carlos Lopez.

Hailing his native town as "Noble corner of my forefathers . . . City of massive walls," Lopez notes, "You were heroic in those colonial days when your sons had the shape of well-heeled eagles before becoming a swarm of swifts." And then, the poet famously concludes: "But today, crumbling in musty disorder, you inspire in the tolerant heart the affection one feels for a pair of old shoes."

Today, Cartagena is neither crumbling nor in notable disorder, but its ancient ramparts still stand, and its easygoing ways continue to inspire affection. Cartagena definitely remains old shoe, in other words. Ringed by enormous fortifications built to guard what was one of the richest and showiest cities in the hemisphere, washed by the Caribbean and surrounded by broad, silvery, sunbaked beaches, Cartagena is a rare and relaxing place.

There are really two Cartagenas. One is the old, walled colonial city, found in 1533. For centuries it was a strategic center through which treassures of Latin America -- much of them gold and emeralds and were funneled to Spain along the pirate-infested trade route called the Spanish Main. The treasure is long gone, but traces of Cartagena's once considerable wealth remain in the form of ornate baroque churches and handsome homes and public buildings.

The modern resort community is found on Boca Granda peninsula, a long arm of land hooked protectively around Cartagena Bay. Here, strung out along Avenida San Martin, are all the hotels, condos, restaurants, boutiques and discos of a contemporary beach resort -- a fast-growing one.

At the very tip of the peninsula, which curves on itself like a fish hook, is a new symbol for the new city: the Cartagena Hilton International. The city's first five-star hotel, the 298-room Hilton International is a highrise, beachfront bid for big-time tourism, as are the ongoing modernization and expansion of Cartagena International Airport and construction of a $10 million, 3,700-seat convention center -- the biggest in the country.

Officially opened last December, the Cartagena Hilton has both a striking design and a smashing location with a protected lagoon on one side and the open ocean -- and the offshore Rosarious Islands, a snorklers happy hunting ground -- on another. There are no private beaches in Colombia, but the Hilton has the next best thing: a secluded one. Though definitely deluxe, the Hilton charges prices that are moderate by Caribbean standards. A double in the high season costs $79 to $99, depending on category. Off season, from May 1 -- when the month-long rainy season usually begins -- to Dec. 15, rates drop to $55-$75.

The $20 million Hilton represents a step into the future, but Cartagena still wears confortable old shoes and doesn't step very fast. The hotel took six years to construct, and at this writing finishing touches are still being added. This kind of construction schedule may seem tortoise-like in the United States, but in hot and humid Cartagena -- where the temperature rarely drops below 85 degrees Fahrenheit and the seven-mile-long city wall took two centuries to finish -- it's practically a sprint.

Until the Hilton opened its doors, the grand dame of Cartagena hotels was the rambling, Spanish colonial-style Caribe. Opened in 1946, it was the first hotel on Boca Grande and can take some credit for turning Cartagena into a resort. It has lovely tropical gardens, but the decor is a bit shabby and certainly old-fashioned. It is popular with U.S. tour groups, in part because of price: A double is $30.

As indicated, life in Cartagena is not exactly frenetic. North American visitors chiefly occupy themselves by swimming in the warm, clear Caribbean waters and baking on the silver-gray beaches, which on weekends are carpeted with Cartageneros. Creamier and less-crowded beaches can be found farther down the coast and a few miles off shore on the 21 Rosario Islands -- so called because they are strung out like beads of a rosary.

The Rosarios offer wonderful fishing and snorkeling and have a couple of small alfresco restaurants that specialize, naturally, in seafood. There are no hotels, only small cottages and villas. The ambiance is mellow even by laidback Cartagena standards, and Cartageneros often go to the islands to unwind.

Swimming and sunning can also be combined with shopping. All the most popular Boca Grande beaches are only a short stroll from Avenida San Martin, which has shops selling Colombian specialties such as leather goods and emerald jewelry (Colombia supplies 95 percent of the world's emeralds).

Most visitors spend at least one day exploring the old colonial city, and everyone should. Within the 50-foot-thick walls, the clock seems to have stopped about the time Sir Francis Drake captured the city and held the cathedral for ransom: Cartageneros paid him 10,000 gold ducats not to burn it down.

Sir Francis punctiliously signed a receipt for the booty and it is preserved in the city museum, housed in the building that once served as head-quarters for the Spanish Inquistion. The splendid baroque facade of the Inquisition Palace gives no hint of the deeds done there, but judging by displays in the tortune chamber and execution yard, they were grim indeed. Among the less horrifying inquistitorial devices on view are a set of large scales used to weigh witches to determine their guilt.

Many of those accused of witchcraft were of African descent, slaves or former slaves who probably still practiced some form of voodoo. African customs and dances, including the electrifying and erotic "Malenque," are preserved in rural villages called "palenques," which were founded by runaway slaves. Most of Cartagena's fruit-sellers, a colorful and loud crew that roams the streets with wares balanced on heads, come into the city from such hamlets.

They are eminently photogenic but often, like many Africans, have an aversion to being photographed. In this, they are unlike most Cartagenerous, who usually pose cheerfully, the youngsters often mugging outrageously. This unaffected friendliness, along with rambling streets, hidden courtyards and other architectural surprises, makes Cartagena a particularly rewarding city to wander through.

In colonial times, Cartagena was a major slave-trading center, and the largest square was given over to a slave market. It is now known as Plaza de Los Coches for the horse-drawn carriages that congregate there. The old Customs House facing the plaza is now the city hall and has been beautifully restored.

The most prominent building in the city, and the one that makes it almost impossible to get lost despite the web of 16th-century streets, is the large, domed church consecrated to St. Peter Claver -- Cartagena's own saint. Father Claver, a 17th-century priest, devoted his life to the welfare of the slaves, feeding and clothing them and supposedly converting some 300,000 to Christiantity. He died in 1654 and was canonized in 1888. His remains are displayed behind glass on the high alter of his church.

Military engineering is not everyone's passion, but the circling, interlocking fortifications of Cartagena are quite extraordinary and should be seen, if only for their invariably superb views.

Greatest of all the Cartagena bastions, and the strongest fort built by Spain in the New World, is the Castle of San Felipe. Situated on a commanding hill, the castle is not only massively constructed but deviously designed. Besides the usual batteries, loopholes, strong points and sally ports, San Felipe has a maze-like system of tunnels into which attacking troops were lured and then ambushed by defending soldiers or killed by ingenious traps. The tunnels can be visited, but only with a guide: They're still deadly.

San Felipe successfully withstood a two-month-long British siege in 1741, beating off repeated attacks by a force of 15,000 men commanded by Admiral Edward Vernon, a friend of the Washington family for whom Mount Vernon is named. This was Cartagena's greatest military moment, and the victor was San Felipe's commander, a tough, one-eyed, one-armed, one-legged Spaniard named Don Blas de Lezo. Don Blas' statue stands before the castle and incorporated into it are the "victory" medals Vernon prematurely minted.

The city fortifications are protected by law but Cartageneros are casual about them: Lounging on the ramparts, necking in the casemates, relieving themselves in sentry boxes and playing football in the dry moats. National monuments they may be, but Cartagena its stout walls for granted -- much like a pair of old shoes.