On our first trip along the spectacular cliffs of the French Co te d'Azur -- looking up at ancient walled villages, down at an azure Mediterranean dotted with white sails and over at the layers of villas and flowers and Roman ruins that are a backdrop for the excitement of Nice -- I let out one of my better whoops: "Here I am, on the Riv-i-era!"

We stayed for a few days at La Reserve, the elegant old lady of Beaulieu, where they placed fresh gladioli in our room and laid out our night clothes on our pillows at night like Madame et Monsieur. We boogied at Jimmie'z Monte Carlo, we ate saumon cru (gravlax, in another country) at La Chevre d'Or in the dizzying heights of the old village of Eze, and we went to lunch in the garden at La Moulin d'Mougins, chef Roger Verge's three-star "old mill" in Picasso's home town.

As we strolled among the tall pines and quiet walls and whiffed the glorious flowers of St. Jean Cap Ferrat, jutting out into the sea between Beaulieu and Villefranche, we looked with envy at the tile-roofed villas clinging to the cliffs. "Oh, for a month here," said I.

As it happened, two years later, back we flew to the Riviera to a rented villa on Cap d'Antibes, for the month of July. It had five bedrooms (for two people?), a pool, a beautiful garden and a view of the sea, looking across the Bay of Angels to Cannes. It was across the street from the Hotel du Cap, one of the world's grand hotels.

The villa was not just any old summer house. It is a well-lived-in Mediterranean home, with red-tiled roof and arched doorways, started in the 17th century and added onto at random -- and at somebody's whim. (We've yet to figure out why someone has to walk up and down two sets of stairs, through the front hall and the living room, to get from the kitchen to the dining room.)

Two martyred heroes of the World War II French Resistance lived here in 1940 and '41: a plaque on the side of the house says so.

Owned now by a French family whose fortunes ebbed in Indochina with the tides of 1954, it is a home of much love and use. Old oriental objets d'art, old French porcelains and portraits, a grand piano and books, books everywhere -- none of which we could read. When we arrived, the house was filled with fresh roses to welcome us.

Antibes is the rose capital of Europe, and the gardens, tended artfully by a once-a-week gardener, were a joy. Bougainvillea, purple and prickly, climbs the walls of the house. Hydrangeas spring from huge pots; oleander lines the ivy-covered walls of the garden. Gardenias of every color, every variety, offer a profusion of blossoms.

And the roses!

The oleander and row of conical cedars along the walls are so high, no passers-by can see into this garden. The only sound to startle us was from the motorcycles -- and an occasional orange splashing into the water from the trees alongside the pool.

Dining in our villa was an adventure every day. The farmers' market in Old Antibes offers the most succulent white-fleshed peaches, the sweetest, largest red peppers, the tiniest, freshest haricots verts (green beans), baby lettuce leaves of every variety, already mixed and ready for the sweet olive oil and lemons of the region; every fresh herb, every fresh cheese, every berry, vegetable, sausage -- fish so fresh some even flop around in their bins.

Early in the morning, as the farmers unpack their crates, there is steaming coffee and croissants waiting in the sidewalk cafes that line the streets along the harbor. And roses. Bouquets and bouquets of long-stemmed coral-colored roses, the signature of Antibes -- at about a dollar a dozen.

Our favorite spot to dine was on the terrace outside our bedroom -- watching the hot pink sun sink over the mauve/blue Maritime Alps, leaving only a finger of cerise shimmering in the silver sea. Later, we would light a candle there, and watch the lights of Cannes and the hills above that city glitter in the distance.

Those hills were our day trips. Armed with the excellent Michelin maps and guides -- the green for sightseeing, the red for food -- the "Relais et Chateau" guide for photos, detailed maps and directions to picturesque inns and restaurants, we explored ancient, walled St. Paul de Vence, where lunch on the terrace at Colombe d'Or -- was this the chair where Matisse sat? we wondered -- lived up to its reputation.

Afterward we rolled down cobblestone streets in our rented Renault "5," which barely made it up the mountain to the Foundation Maeght, the astonishing gallery and pine-shaded gardens peopled with the most monumental avant-garde painting and sculpture. That second visit took us to see a huge Miro retrospective (we'd seen a lifetime of Paul Klee paintings there during our first trip), where the tiny artistic giant was out in the garden, directing placement of gigantic puppets he had constructed for the event.

All in all, we found our favorite spots to be Michelin's one-fork, one-stars: exquisite food, not so fawncy, not so expensive. If the fork was red, or if there was a little red rocking chair, then we knew the view would be especially charming. We found museums and antique shops, and took home armloads of Provenc,al paisley purses and place mats before they became such a hot import item.

In July, the Riviera is one big festival: jazz in the village of Juan Les Pins, jazz in the Roman amphitheater ruins in Nice. The American greats -- Brubeck, Getz, B.B. King, Ray Charles and the ancient kings of New Orleans and Chicago ragtime -- all gather under the trees to make music for throngs of Europeans who really appreciate America's first original music.

We went to art festivals in castles, to Bach festivals in 15th-century churches, to Nice to watch the fireworks over the water on the 14th of July and to dance in the streets afterward.

We lolled on the sand beach at La Garoupe, on Cap d'Antibes, where the French lie mat-to-mat, umbrella-to-umbrella, and we loved it because tout le monde was right there. With my new Jantzen maillot, I had the tallest one-piece bathing suit of all. Maybe in my youth, I would have sprouted out of a monokini, but one of the most haunting sights we saw was on the beach at Cannes: a tall, bronzed leathery woman of about 70, bare breasts drooping to her waist, straggly gray hair to her shoulders, wearing a leopard-spot bikini bottom, a wide gold bracelet, carrying a bedraggled, sand-covered silver-haired Yorkshire terrier in her arms.

How did we manage for a month, tooling around the Riviera, holed up in a magic villa, not speaking French? We made friends with (and made generous tips to) the concierge at the hotel across the street. Every day we picked up our International Herald Tribune there, sought advice and directions, asked the elegant, gray-haired concierge to make reservations and other mystifying phone calls. He even engaged for us a French teacher, who brought taped lessons to our villa (which helped our pronunciation immensely at the farmers' market, for example). Our knowledge of Spanish got us through the sensational Nice-Matin newspaper every day, and helped us with street signs and such.

The most important phrase we learned was to say, apologetically, "Je regrette je nou parle pas Franc,ais . . ." ("I am sorry I do not speak French.") It always brought a smile and helpful, slow explanations in French, sign language, or drawings -- or a polite answer in English.

It was a magic time, and so last summer, after several years absence, we went back again. The bougainvillea was more abundant, the sunsets even richer. We were there for two weeks, to make new discoveries. But the pool was still blue and private, the market of Old Antibes filled with a palette of wonderful fruits and vegetables, with aromas to match. The butcher and the lettuce-man remembered us, as did the concierge at Hotel du Cap. The palm trees, the flowers, the music. There I was again -- on the Riv-i-era!

Even on an extended stay there is much to see in the south of France. Here in capsule form are some of our Riviera discoveries:

* Biot, a little hill town just north of Cap d'Antibes: We had avoided it before, because the sensational Nice-Matin gave us daily reportage of a gruesome murder in the camping grounds of Biot. We didn't know then that Biot is the real St. Paul de Vence -- an ancient village of potters.

Something about the clay makes for beautiful pottery and ceramics. Artisans flock there now, as they did to St. Paul before it became so famous, to work in the clay. Their studio/ateliers line the narrow streets. Each has hours announced on the door, but they seem to be open at the artist's whim. The work ranges from fine-art ceramics, abstract and complex; to an honest "Reproductions of Ancient Works of Art Made Here"; to simple, beautiful clay jars used to pot the profusions of geraniums that line the streets and balconies. Some pots are so tall they look like the ancient olive-oil jars of the Minoan civilization on Crete.

The streets are too narrow for any but the tiniest automobiles or motorbikes. A single policeman stands at the top of the hill at St. Sebastian, the main street, deciding which traffic goes through and which is directed down the cliffs to thoughtfully provided free municipal parking spaces. (The labyrinth of cobblestone streets is better to walk, anyway, for there are discoveries all along each street: a ceramic-tile art exposition here, a marvelously sleazy cafe there, a little terraced restaurant back in a courtyard with the unlikely name of Kikoko and a menu of hearty country Provenc,al specialties featuring pork and lamb.)

Biot's main attraction, just before entering the village, is the Fernand Le'ger Museum, built by the artist's widow on land he had bought as a site for his massive ceramic sculptures. He died before his plans were realized, but Madame Le'ger had the museum built as he had wished. It houses ceramics he designed -- executed by the renowned ceramists of the region -- as well as a collection of his huge paintings.

* The seaside town of Juan les Pins: One night we drove the mile or so down from our villa to Juan les Pins, which on our last trip had been a tacky seaside town, full of crowds, plastic and cheap-looking clothes. The Riviera's young congregated there at all hours of the night, with sounds of hard rock or reggae blaring out through the neon.

But in July, there is a great jazz festival under the pines, by the sea. The real stuff. Last time around we heard Ray Charles bring an unruly crowd to silence -- and tears -- when he broke suddenly from a sophisticated scatty, be-boppy jazz piece into his quiet, "Georgia . . . The whole night through . . ."

Last summer, we went in June. Pre-jazz. So why go to old Juan les Pins at all? Because I could hardly believe that Michelin had given two stars in that resort of hot dog stands and a crumbling gambling casino. So we had to try it. The restaurant was La Terrasse, in the Hotel Juana, across from the park where Ray Charles brought magic.

And as it turned out, Juan les Pins had gotten somewhat tony. The shops looked more chic -- as did the young people strolling the streets. The cafes had live Afro-Cuban musicians pulsating their rhythms out to the Mediterranean. In the park, there were new, colorful playground climbs and slides -- and a round, glass-enclosed lending library, with books in most languages.

The Terrasse, with both a glassed-in porch room and umbrella tables outside, overlooks the tall pines of the park, in the very front of the Hotel Juana. The center floral arrangement that night was huge pink gladioluses with a profusion of Antibes roses.

My first course was langoustines, steamed or simmered to fork-cutting tenderness, arranged like stars on a bed of marinated vegetables. But these weren't just any old vegetables. Tiny, baby favettes, the tender limalike beans grown only in the south of France.Mushrooms and asparagus tips sliced diagonally, and so thin only a machine could have done it. And chopped, firm, fresh tomatoes. Were the vegetables blanched? Were they raw? Raw, I think. The marinade was light, and superb.

My husband ordered the turbot -- fresh from the sea that morning, the menu promised -- and the little black veins attested to the fact that the catch may have been made in the afternoon. "Ro ti," it said; it may have been steamed ever so lightly in fennel. It was cooked perfectly -- just to flaky and not a second longer -- and served with a vegetable -- green, but soft like a cabbage leaf -- artichoke hearts and chopped fresh tomatoes.

My wild duckling was served breast-first -- pink, as I had requested, in a thin but Madeira-like sauce. The vegetables were fresh: green peas, a steamed white radish of some kind, and carrots.

Then afterward the roasted chopped leg meat of the young duck was brought in a salad -- arugula-like greens and baby lettuce leaves, tossed in a warm vinaigrette.

My husband tried another half-bottle of another wine of the region, L'Estandon. I drank the obligatory Perrier with lemon, then ordered a pitcher of eau simple. We ordered sorbets made from fresh pears, from lemon and fresh strawberries. Molded in the shape of the fruit ingredient, they were divine.

* Cap d'Antibes: Gluttony, I suspect, has been a sin in Antibes for a long time. In about 4 B.C. the Greeks built Antipolis here, as a trading post across the bay from Nice. The Romans followed, building ramparts and decorating the port on their famous Aurelian Way through what is now southern France, until the Empire collapsed. However, each succeeding reign continued to build upon the old Roman fortifications until the present walls were completed in the 17th century.

Except for the walls, all that remains now is the Fort Carre' -- a tower where Napoleon was imprisoned for a while. We climbed one evening to hear in its amphitheater a Beethoven concert by a string trio, Bach by a solo violinist and Debussy by a harpist, underneath an open sky but with perfect acoustics.

Another part of the fortifications, like many museums along the Co te d'Azur, contains about 300,000 archeological items -- including jewelry, pots and coins from the Greeks, the Romans, the Middle Ages -- that are continually being added to by new diggers and divers.

Up the hill from this museum is a jewel -- the Grimaldi Castle (built in the 12th century by the same folks who now own Monaco) -- better known as the Picasso Museum. The castle is on the outer edge of "Old Antibes," the picturesque part of town with its flower stalls, tiny shops and charming cafes.

Picasso came here shortly after World War II in July 1946 and was offered the castle as a temporary studio. He was in such an extraordinarily happy and productive period, he turned around and gave the castle the large amount of work he did there -- paintings, drawings and sculpture, as well as a collection of ceramics he made at nearby Villauris, where he lived after he left the castle.

Along Avenue Marechal Juin, which runs between Cap d'Antibes and Juan les Pins, are some lovely, small sand beaches, interspersed along the rocky coast. There is also access to a yachting harbor and boat center -- which offers sailboat rentals and lessons, water-skiing, ski-ballooning -- as well as a paved walk along the rocks, out to the lighthouse, which offers a view of the coastline from Cannes back to the Hotel du Cap.

The more famous lighthouse is "Le Phare," the highest point on the Cap, which commands a majestic view from Nice to Cannes. It overlooks Point la Garoupe. Our favorite beach is still La Garoupe, where Madame Joseph's petit fritures -- tiny fried fish -- or just-out-of-the-sea sardines are grilled on a wood fire with the freshest green-lettuce salad in Antibes, served on umbrella tables stuck in the sand. "Plage Joseph" is so popular one must make a morning reservation for this simple lunch on the beach.

* Nice, the bustling metropolis where the plane arrives from Paris: Nice is a must. I could spend days there, drinking in the art, the architecture, the Greek and Roman archeological mementoes dating back 2,000 years.

Then there is the Promenade des Anglais, the magnificent, palm- and flower-centered boulevard on the sea, faced by hotels of every architectural style imaginable bowing to each other in a friendly manner. Along the boardwalk, which is not board but concrete, steps lead down to the rocky beaches, democratically interspersed between public and private restaurant beaches.

Our pilgrimage is always to the beach-restaurant Ruhl-Plage, near the famous old turreted Hotel Negresco, grande dame of the beach hotels. My husband has remembered salade Nic,oise at Ruhl-Plage from his student days. It was the same, white tuna on fresh lettuce, surrounded by a few vegetables, sliced egg and olives, with just a bit of herbed olive oil, served under our umbrella table, followed by a just-right melon.

After a rest in the sun on the rented beach-mattress and a dip in the aquamarine Mediterranean, we took a taxi to the Marc Chagall Museum. The power of this stark, but not cold, modern museum lies in Chagall's 13-year work (1954-1967) on canvas: 17 paintings of lyrical, colorful, mystical, universal, biblical history. "The Creation." "The Garden of Eden." "Abraham and Isaac." "Noah." A room of love-paintings to his wife, from the "Song of Songs." A huge mosaic, in front of a fountain, tells of Elijah's trip to heaven in a chariot of fire.

From there we walked half a mile up Cimiez hill, a boulevard of mansions, to the ruins of the Roman arena, which was busy getting itself ready for the jazz festival. Our destination, however, was a red 17th-century villa, the Matisse Museum, to which the artist's widow donated a large collection of his work: oil painting, watercolors, drawings, graphics, and sculpture.

Before ascending the grand staircase, however, we were treated to a ground floor full of archeological finds -- statuary, jewelry, pottery, burial items from the Greek and Roman days. Most interesting (and helpful) was a large map of Caesar's Gaul, giving our journey its historic routes.

Upstairs, the Matisse collection is enchanting, including many of his works from Riviera towns, such as the famous "Still Life With Pomegranates"; his studies for the exquisitely simple Chapel of the Rosary at Vence; to a glassed-in replica of the artist's last studio.

From the spheres of Cimiez, we took a bus down to the Place Massena and its pedestrian-only streets of the smartest shops, the junkiest shops, the bargain-est shops, the haute couture shops, the sidewalk cafes of pizza culture. Oh boy.

For our farewell dinner at home in our villa, we returned to shop at the Antibes Market.

That afternoon I filled the house with coral roses for the next occupants; roasted red peppers bathed in olive oil and tossed them with toasted pine nuts; made a lemony basil sauce for the salmon-trout; sliced the hard sausage wrapped in the herbs of Provence; tossed the tender greens; forked the chevre out of its olive oil and herbs; washed the white peaches and light-red cherries.

My husband whipped up a rosemary-mustard sauce.

We broke the fresh bread, uncorked the Bellet and the Perrier, set the pink marble table on the patio with pink-and-white pottery made in Biot, and watched the hot-pink sun dip down over the mountains behind Cannes as we feasted.