The two Moroccan men greeted us as we were boarding the train to Fe's: "Where are you going?" they asked, in English. "Come here, follow us, sit with us."

My husband and I never had had such a welcome to a country, and we were immediately suspicious. Our guidebooks had warned us about hustlers -- men who would try to strike up "friendships," sticking to us like backpacks until we agreed to follow them to hotels and stores where they could earn commissions from our business.

Minutes before, after arriving in Tangier by ferry, six men had approached us, one after the other: "Hello, don't change money at this place, come here with me," one said. Proclaimed another: "Hello, let me take you to the medina."

Normally when traveling, we prized all expressions of friendship -- whether it was the Chinese man in Peking who told us how odd it seemed that Americans kept dogs as pets, or the Japanese couple who invited us to climb Mount Fuji with them. Always, those acquaintances and friendships gave us far more insight into a country than any collection of monuments.

Then we became disillusioned. An American traveler in Thailand told us he was drugged and robbed on a bus from Bangkok to Chiang Mai by a Thai man who struck up a conversation with him and insisted on buying him a Coke.

In India, the Sikh cabdrivers told us about their religious beliefs -- but toward the end of each day refused to take us where we wanted to go, instead driving us to rug factories and jewelry stores.

In Cairo, while crossing an overpass, an Egyptian wearing a sports jacket asked us if we were Americans. We eagerly responded, explaining that one of us grew up in California, the other in New York. "My son lives in California," exclaimed the Egyptian, adding that he had recently visited his son in Oakland. "Do you live in Cairo?" we asked. He did -- and then he gave us the most treasured gift of all: an invitation to his house, just a few blocks away. But his "house" was actually a perfume store and he wanted us as customers rather than friends. We politely refused and left.

That was a year ago. Now, on the train from Tangier to Fe's, we were more defensive than open. We sat in a compartment with two other Americans. Immediately we were joined by the two Moroccan men. "We also are going to Fe's," they announced.

Ordinarily, we would have greeted such an announcement with joy. Here, after all, were real Moroccans -- the people we wanted to visit -- and they were offering to speak to us. Since they spoke English, we didn't even have to go through our usual methods of tourist-to-native communication: uttering broken phrases of a foreign language, using sign language and consulting phrase books.

But we spent our first two hours of the six-hour train ride hardly speaking to them, instead discussing with the two Americans their junior year abroad. Gradually, though, the six of us all talked to each other.

The taller Moroccan introduced himself as Mesquite. Mesquite said he worked sometimes as a tour guide in Fe's and sometimes as a rug merchant, importing rugs from Spain.

Perhaps understanding our fears, Mesquite quickly established himself as a friend. My husband's passport was peeking out of his pocket, Mesquite warned, and someone might steal it. We should travel to Marrakech by bus rather than by train, he advised, because by bus we could see the camels and caravans "like you see in the movies" but by train we wouldn't "see anything." Fe's was a wonderful, exciting city, he promised; the movie "The Jewel of the Nile" had been filmed there, and a friend of his had met Michael Douglas during the filming.

Just as I was feeling guilty for thinking Mesquite really wanted to steer us to a hotel where he could get a 30 percent commission, Mesquite asked, nonchalantly, whether we had a hotel reservation. We admitted that we did not -- but quickly added that we planned to stay at the Splendid Hotel. From our guidebook, we knew the Splendid Hotel was perfect for us: It was clean and, at $12 a night, cheap.

Mesquite did not think much of our choice. The Splendid Hotel, he said, had been sold to a new owner and was not as clean as it had been in the past. "The Grand Hotel is much nicer," he said. "And it's only a little more expensive."

We had nothing against the Grand Hotel. Had we not known about the system of certain hotels and other businesses providing 30 percent commissions to persons who bring them business, we might have given greater weight to Mesquite's advice. But we saw no sense in changing our plans for the sake of Mesquite's commission -- or in paying more money for a room than we had planned.

Then it was time to change trains. Mesquite, his friend and the two of us got up, leaving our American traveling companions on the train. "Sit with us," Mesquite said, as we strode from one train to the other. We politely refused, instead choosing a compartment with two Moroccan women and a child. One empty seat was left in our compartment.

Quickly it was filled by a young Moroccan man wearing a djellaba. He was full of questions: Were we Americans, had we traveled in Africa before, had we been to Morocco before, where did we plan to stay? We explained that we had plans -- and then cut off the conversation, becoming engrossed in our books. The man got up, left, and another Moroccan took his place. He also wanted to know where we were staying. "We have plans," I said curtly.

My husband left the compartment for a few minutes and saw Mesquite in the hallway. "How is your wife?" Mesquite asked. "She seemed very tired." Then Mesquite suggested, again, that we go to the Grand Hotel. John refused, explaining that we didn't want to change our plans.

In the Hotel Splendid, which lived up to its name, we wondered whether we had made a mistake. What would have been so horrible about going to the Grand Hotel so Mesquite could get his commission? Could we have been more open with Mesquite -- and learned more from him -- yet still refused to go to the Grand Hotel? Wasn't a change of plans a small price to pay for a friendship in the country we were exploring? But was that a friendship? Did it matter?

We put those questions aside while we explored Fe's. It lived up to Mesquite's description: It was indeed a wonderful city. In the medina, we felt as though we had taken a trip to the Middle Ages. Women carried trays of dough to the local baker, who baked their bread. They carried pitchers to a public fountain so they could have water for household use. Men made combs, tiles and leather in the medina's souks. On Friday, thousands of men visited the mosque; we heard them praying from outside the medina.

Our impression of Morocco as crawling with hustlers was quickly revised. We suddenly saw Fe's as a city of deeply religious people and hard-working craftsmen.

We longed for conversation with the Moroccans. But neither of us spoke French or Arabic. We did have an alternative: Men continually approached us on the streets, at least six men per day, asking to be our "tour guide" -- and rarely taking the first no for an answer. We ended up hiring an "official guide" from the Tourist Office to show us through the winding maze of the medina.

The train ride back to Tangier, on the Moroccan border, was quite different from the ride to Fe's. Our traveling companions were four young Moroccan men; two spoke English. We asked them our questions: Why did so many people in Mekne's, a town near Fe's, wear Western dress rather than the long djellabas? Why did the younger women tend not to wear veils over their faces? Which languages did they study in school? Why were they drinking beer although they were Moslems? It was 2 a.m., and we were tired, but we were glad to be in Morocco.

On the ferry from Tangier to Algeciras in Spain, we exchanged notes with three young American men who also were returning from Fe's. On the night they arrived in Fe's, they said, they could not get a room in any of the five hotels they tried. A young Moroccan man befriended them, offering to let the three of them sleep in his house. They accepted his offer, sleeping on the huge U-shaped couch in his living room.

The next day, the young Moroccan extended himself again, giving them a tour of the medina. But the three Americans were cautious and wary, having heard that some "guides" have gotten tourists hopelessly lost in the medina and then demanded handsome ransoms to lead them out.

"We were polite but we were holding back," said Michael Anderson, 23, an American who is attending Oxford University in England. "We said goodbye to him in the medina and he was all puzzled and disappointed. Now I feel badly. I'm going to send him some T-shirts and records and write him a nice letter when I get home."