"The stars that hang high over Shanghai "Bring back the mem'ry of a thrill, "I've been lookin' high, "And I've been lookin' low, "Lookin' for my Shanghai Lil." "Shanghai Lil," from "Footlight Parade" (1933), by Al Dubin and Harry Warren

THE MIDNIGHT train to Shanghai sounded like an express to intrigue and adventure.

The city had always conjured up for me images from late-night movies: Marlene Dietrich, Anna May Wong, opium dens and colonial racketeers. Those played in my mind as I arrived in the southern resort city of Guilin at 10 minutes to 12. Midnight seemed the appropriate hour to depart for the Asian metropolis that had spun so many fantasies of the exotic Far East.

The cavernous station was dimly lit and quiet; then the shrill whistle of the arriving train signaled the waiting hordes of Chinese to stampede the gate. The sudden rush of energy heightened my anticipation -- even though I knew that the Shanghai of sin and lawlessness was largely a profane relic of the past.

What I hadn't gleaned from movies came from history books. In 1832, Western gunboat diplomacy quartered the port city into the "International Settlement," a virtual vassal state of extraterritorial privileges run by the English, French, Germans and Americans. Shanghai became a "Paradise for Adventurers" -- so notorious that the name entered the dictionary as the verb meaning "to kidnap, usually by drugging." In 1949, the Communist Revolution presumably had changed all that.

In any case, it wasn't Dietrich or the demimonde who climbed onto the train that night. I walked down a long platform past second-class (or "hard seat") coaches, their tiered benches jammed with soldiers in green uniforms and caps with the Red star. Peasants and workers, carrying tattered bundles and cages of clucking chickens, spilled out of the open windows. I boarded the first-class (or "soft seat") cabins with bureaucrats and portly businessmen -- not a gangster or moll among us. At least, not apparently.

In three weeks of travel throughout China, I had discovered that the "Middle Kingdom" (as China is sometimes called) revolved on its own axis, unchanged by politics. In some ways, the periodic social and ideological facelifts were only skin-deep. In Beijing, for all the rhetoric of equality, power was still centered in the Forbidden City, where the new emperors -- the Chinese politburo -- lived.

As the train steamed out of the Guilin station for the 1,040-mile, 30-hour trip north, I wondered if ideology had entirely tamed the wild spirit of a city born of opportunity on muddy river flats. Would Shanghai in 1982 still beat with mystery, danger or even glamor?

My adventures on this journey were largely determined by the fact that I was traveling alone and at liberty in a country that closely regulates the movements of its foreign tourists. As a journalist invited to cover the filming last year of "Marco Polo," the television mini-series, I was granted an individual visa to visit the set in Beijing and Guilin prior to securing a travel permit for Shanghai. My only aids were two guide books, one with a comprehensive English-Chinese phrasebook, so designed that I could communicate with people who spoke only Chinese. In this way, I felt even more free to wander off the beaten track.

The train trip was spent reading or gazing out the window at the flat, colorless countryside. Occasionally, the timeless frieze of peasants tilling the Good Earth flickered by.A female conductor, her bangs combed down from beneath a green Mao cap, periodically came by to fill the colorful thermos flasks with boiling water for the green tea in ceramic bowls in the compartment. I drank tea and ate oranges or lay in my berth, listening to the rhythm of the tracks or to "Red River Valley," piped through the radio. Incongruously, the song was top-40 in China, being one of the two songs on the demo tape in the first cassettes imported from Japan. I learned this from Mr. Chin, one of my two cabin mates who were Chinese businessmen accompanying an American couple to Hangzhou, a city south of Shanghai.

"You are going to Shanghai alone?" he said. "You must be careful. Shanghai is dirty, crowded and can be dangerous. It is like your Manhattan: as you say, the 'Big Apple' of China. Where are you staying?" When I informed him that I had not previously booked a hotel, preferring to wing it, Chin's jaw dropped. "But how is it that you can do this? This is not America."

Sleep was elusive on this Orient Local. I was awake during the last, early-morning hours of the trip to see the black outline of the factories, water towers and communes on the outskirts of China's greatest industrial center. Shanghai smelt of burnt sugar, and haze covered this most polluted of cities.

In the gray morning light outside the nearly deserted train station, a friendly travel representative directed me into a cab and instructed the driver to go to the Peace Hotel. It was a short ride across Suzhou Creek via the steel Garden Bridge, which spills out into one of the most-famous avenues in the world: The Bund, or Shongshan Road, a broad, tree-lined street with parks fronted by a sea wall that looks over the Huangu River.

It was a stunning sight--the power and might of Western imperialism dramatically recalled in the imposing stone buildings adorned with pillars, lions and cupolas. These historical dinosaurs, now housing Chinese government offices, looked dusty. Weeds sprouted around the ramshackle garden of the International Seaman's Hotel, alternately once the site of the British and Russian consulates. The massive clock tower, on what was once the Customs House jointly administered by the Western powers, chimed the hour of 7 a.m. with the strains of the "East Is Red."

Even this early, Shanghai was restless with activity. River traffic, thick with heavy tankers, rusty old frigates and tacking sampans, inched up- or downstream from the mighty Yangtze, 17 miles to the north, connecting Shanghai with the vast interior of the country as well as with the East China Sea. At the north end of the Bund, Shanghainese performed "tai chi" in Huangpu Park -- which once carried signs reading "Chinese and dogs not allowed." All down the major thoroughfare, hustling hordes weaved in and out of buildings or were siphoned off into Nanjing Road, the commercial "Fifth Avenue" of Shanghai.

In contrast to the buzz outside, the lobby of the 14-story Peace Hotel appeared forlorn and deserted, with one sleepy desk clerk holding down the darkened place. He curtly informed me that there were no rooms. I decided to wait for a possible cancellation on one of the overstuffed sofas cluttering the threadbare lobby filled with racks of tourists merchandise. It was hard to imagine that this was once a glittering backdrop for elegant ladies and gentlemen in evening clothes alighting from Rolls Royces and Daimlers during the '20s and '30s. An hour later, a room miraculously materialized, which served to confirm a growing suspicion that, while in China, one should never take "Meiyou" (the Chinese equivalent of "Forget It!") for the final word.

At 30 yuan per night ($18), the room was the least expensive in the 180-unit hotel, but the amenities were first rate: a large, comfortable bed; a separate dressing area with a solid chest of drawers; a desk; two lamps; a radio; and a huge bathroom with a tub made to soak in for hours. Like most hotels in Shanghai, the Peace was built by and for Europeans. With years of experience in dealing with fussy foreigners, the hotel was efficient and comfortable with all the services one might expect in any international hotel.

For a foreigner traveling alone, the patch of Bund and sea wall directly in front of the hotel was the perfect point from which to fan out across the city. Shanghainese, hoping to practice their English or learn more about the West, hung out there and were uninhibited when it came to approaching an accessible foreigner. But what seemed to draw the most attention in fashion-conscious Shanghai were my black Etonic running shoes with a splash of marxist red.

It didn't take long to notice that the people in Shanghai with their window on the world were among the most sophisticated in all of China, a fact that sharpened the rivalry with the conservative Beijingnese. This was never more true than at the De Da Restaurant, a discovery on my first day that came to be a habit. Although someone was later to describe the De Da to me as a notorious hangout for "punks," there wasn't a pink hairdo or safety pin in the place.

The clientele, while young and comparatively hip, was polite and clean-cut. The women favored bobbed hair in the '50s style and wore colorful skirts. Those who couldn't escape the unbiquitous Mao suit decorated their hair with ribbons. The men, in tailored suits and turtleneck seaters, had a self-awareness that I had not seen either in Beijing or Guilin.

Climbing up a flight of stairs, I was greeted by a smiling young girl who led me to a table already occupied by two men and a woman. Ma Ya-He (the names are not real), who spoke fluent English, introduced himself and his friends as students at Fudan University. They were inquisitive about my life in New York. Was it rock 'n' roll that made American youth so wild? Did I know Charlie Chaplin? Walt Disney? Ernest Hemingway? At one point I asked them if they had heard of American rhythm and blues. "Oh yes," replied Ma. "We have heard of this. It is the kind of music you listen to while drinking whiskey and smoking cigarettes."

As the conversation jumped around from topic to topic, amid the steaming platters and bottles of beer, it became clear that the discussions in coffee houses and restaurants that dot this city were largely about art and politics. Shanghai has given these earnest young Chinese plenty to discuss. Since gunboat diplomacy fired the city's major growth in the late 19th century, the city asserted itself passionately in whatever direction the political weathervane happened to be pointing.I stepped outside the restaurant into a sea of Chinese hitting the streets to celebrate a victory of China's women's volleyball team over the Japanese. For as far as the eye could see, the Bund and adjacent streets were jammed with people, some carrying flags. Apparently kept in line by the people in vans screaming Chinese through bullhorns, they were almost silent, weird in view of the sheer numbers on the fog-enshrouded and dimly lit streets.

The next morning, at the sea wall, a young man appeared anxious to engage me in conversation. The son of doctors, Lu Jiao worked as a computer technician but studied English at night in the hope of one day being able to travel outside of China, especially to America, through a position with the diplomatic or tourism offices. It was a slim chance, but at least this Chinese appeared less resigned than others to his assigned fate in life. Whatever else, Shanghai did have its dreamers.

Wanting to hear more about America, Lu asked if he could accompany me on a tour of the Chinese Quarter -- an oval of maze-like streets and shops -- within the walls of which the Shanghainese had lived during the days of the International Settlement. Dominating Old Town, circumscribed by Renmin and Chnghua Roads, is the Garden of the Madarin Yu, created by an official in 1559-1577. It is a picture of the traditional China, a landscape of rocks, trees and ponds with tiny bridges connecting low, tile-roofed halls and temples with names like "Pavilion for Enlightenment by the Torrent" or "Tower for Appreciating the Moon."

It was as we entered the garden, near the Hall for Gathering Grace, that the official taking tickets pulled Lu aside and began to bully him, presumably for being with me. As more officials began to materialize around us and the questioning intensified, I ask Lu what was the problem. "They are asking 'Who am I?' " he replied cryptically. Motioning me not to follow, they led him away for further interrogation. Ignoring their command, I followed them to a small room near the Tower of Happiness. I waited on a stone bench outside. About 15 minutes later, a shaking Lu emerged with an official in tow. "I must find other things to do now," he said nervously. "You must go." When I asked if there was anything I could do to help, he simply repeated, "They want to know 'Who am I?' "

I was shaken by the experience, angered and depressed that I had inadvertently caused trouble for Lu. Later that day, I thought of him when I visited the Site of the First Meeting of the Communist Party, which took place in a rented house in the French Concession on July 21, 1921. The gray brick building with four doorways had been beautifully restored for the 60th anniversary celebrations. The reverential air inside informed me that this was a "shrine." I wondered if Mao Tse-tung ever conceived that communism would weigh so heavily on the people it was meant to liberate.

I was to discover some of the more positive aspects of the Liberation the following day when I set out to find Blood Alley, the once-notorious warren of streets housing the Red Light district and opium dens that proliferated in Shanghai until the Communists arrived and "reformed" and "detoxified" the inhabitants.

Since the area was reported to be southwest of the Bund, behind Renmin (People's) Park, I took the opportunity to stroll through this vast respite of trees, ponds and rockery across from bustling Nanjing Road. Where millionaires once gambled away fortunes at the British-owned race course, there were now hundreds of Chinese and tourists milling about, photographing the rusty, battered fountains and statues that reminded me of Central Park.

It was in the park that I became aware of a buzzing in my ear, a pidgin prattle that I vaguely recognized as English. The source was a middle-aged Chinese man who spoke so rapidly that I couldn't understand what he was saying. With his bucked teeth, horn-rimmed glasses and incessant chatter, Li Zedong reminded me of the White Rabbit. He volunteered to show me the way to Blood Alley, but I felt impelled to tell him of Lu's fate at the Garden of he Mandarin Yu.

Shrugging his shoulders and reassuring me that my friend was not in "serious" trouble, he pulled me along. The changing political winds didn't faze Li. His father had studied at Georgia Tech only to return to China to be imprisoned during the Cultural Revolution, and he died. Li lived a simple life, painting pottery in a factory and taking care of his aged mother in an apartment outside the city.

After spinning around streets off Fuzhou Road, we turned a corner, and there in front of us, like some movie set, was a high archway through which were rows of symmetrical, gray-washed buildings with balconies fronting an alley. It ended at a wall against which two old women were singing impromptu street opera -- a romantic tragedy, which Li called "Shao Shin." Assuming the role of the heroine, one waved a scarf coquettishly, dipping behind an imaginary fan. Her partner was the male lover. Together, in the onset of dusk, they sang of love's travails and their star-crossed fortunes.

I asked Li if prostitution, in any form, existed. He replied, "There are no prostitutes, but some women will go to bed with you for money." I could find no evidence of drugs in the country that fought an Opium War, although, ironically, marijuana grew wild as a weed in parks and the Chinese countryside, to the delight of the American foreign-exchnge students. As long as the Chinese did not pick up the bad habit, the officials were willing to ignore the young Americans going into the parks with machetes.

On the way back to the hotel, Li declined my invitation to supper ("It is not permitted for me to dine with you," he said), but he did make a request--a copy of Newsweek, which I was able to purchase in the book store of my hotel. Since Chinese are not allowed foreign publications without special permission, he warned me to use discretion and slip it to him surreptitiously in an envelope on a street corner at an agreed-upon time. Making the purchase, I lowered the brim of my hat, put up the collar of my coat and made the drop on the corner across from the Peace Hotel.

Walking off a meal in Renmin Park that evening at an open-air worker's restaurant that Li had directed me to, I noticed lines of Chinese climbing five flights of iron stairs twisting around a giant cylinder five stories high. Although I would live to regret it, I purchased a ticket for a few fen and followed them into a room of bleachers encircling the top of a wooden drum five stories deep. Even when it appeared that there was not one more cubic inch of unoccupied space, young adults continued to push and squeeze their way into the room. I began to fear that the weight would be too much for the groaning structure to bear and we would crash down.

It was a colorful, crowd-pleasing demonstration of bicycling, in which the riders rode sideways up to the very edge of the top of the drum where the audience was seated. I became even more nervous, terrified in fact, when the bicycles were replaced with roaring motorcycles, the weight of which caused the whole place to shudder violently as they wheeled to the top. When we finally tumbled out of the drum, I walked home on shaking legs.

On my last day in Shanghai, my camera was stolen at the De Da. The restaurant was full when I arrived for lunch, so an odd Chinese custom was in effect. Since there is no such thing as reservations or waiting for a table at the bar, people stake out tables at which they wish to sit, and stand there until the seated customers are through. I found it a bit unnerving at first for someone to be staring at my every bite, but I learned to take it in stride. Seated at a table with three other people, I carelessly placed my camera on the floor beside my chair, lulled by the security that there is no theft in China. The next time I looked down, it was gone. For a moment, I wondered if I had actually brought my camera into the restaurant. Disbelief, then a great furor, ensued when I informed the waitress.

After the event, on a solitary, rather melancholy walk through Renmin Park, I chanced upon a haunting scene. On a small park bench, no longer than four feet, three Chinese boys were sound asleep. An incredible tangle of limbs formed a human pretzel, each face thrown back against the bright midday sun. They remained motionless and undistrubed by the clattering hordes and noisy traffic on Nanjing Road. Whoever they were, whatever their situation, the picture of innocence and calm was in direct contrast to the throbbing rhythms of the city in whose bosom they were resting.

I often think of those boys on that park bench surrounded by the noise, dust and chaos of the city. It has replaced in my mind the movie images that previously had formed my conceptions of Shanghai. I didn't find Marlene Dietrich or opium dens, but I did find contrasting pictures of innocence and decay, liberation and repression, mystery, passion and even glamor.

Shanghai, to my lingering delight, is still a paradise for adventurers.