I was weary of crowds. Normally I avoid them, but one cannot pass by Ravenna, Florence and Siena without so much as a peep. The problem was that my peep turned into a peer, and finally into over-long ponderings. I was museum-weary. My neck ached from gazing up at ornately frescoed domes. My eyes reeled from fine-etched forms and the subtle line. I was ready for back roads again and the charm of lesser-known places.

Then came Lucca. For some reason this enchanting city of plazas, palaces and Romanesque churches 40 miles west of Florence is often ignored by visitors to Tuscany. It deserves far more attention, providing a welcome respite from the culture congestion of major centers.

Mention Lucca to any Italian and the association will always be the same -- "Ah! Opera, olive oil and walls!" You can't miss the walls. They completely surround the city -- bulbous red brick bastions topped by ancient beech- and chestnut-lined walks, set in parkland of meadows and streams. They are the longest in Europe, the kind of walls a city builds when it knows the centuries of strife and siege are almost over.

The gates are all delicate creatures, elegantly detailed and decorated with statues. The Gate of St. Donato is pure early Renaissance, topped by a large triangular tympanum. St. Peter's Gate is a more formal grouping of three arches, each with its own marble statue. And the most eloquent gate of all, St. Mary's, looks more like a late Renaissance palace than a gate.

The city must have felt secure in the 16th and 17th centuries, when these fine works were completed. Its long conflicts with Pisa were at an end; its position as a leader in the silk trade was established beyond question and its bankers were among the most wealthy in Italy.

Today the walls are the scene of leisurely strolls, cafe lounging in the shadow of Victor Emanuel II's statue and one of the best vantage points over this church-filled city.

"We are a religious people. We even have two of our own saints," the director of the city tourist office told me. "And of course we are the most enthusiastic music lovers in Italy. Lucca after all is the home of Puccini, Catalani, Boccherini and, for a few years, Paganini. Everyone here knows his opera."

It's true. Lilting arias float out over the piazzas from sidewalk cafes, and the fall opera season, based around "our miniature La Scala" (the Teatro del Giglio), is usually booked well in advance. The concorsos, or operatic competitions, held at the same time appeal to the Lucchese sense of artistic excellence. "Everyone in the audience is a judge. They follow every note and can tell very quickly which are the leading contestants. The real judges had better be good or there's trouble. People here take their music very seriously." The director laughed. "You don't see many discos in Lucca."

What you do see are churches. I counted more than 30 within the walls, plus a monstrous neoclassical edifice (and there are plans to build an even more prominent central dome!) -- the Sanctuary of St. Gemma, named for one of Lucca's two patron saints.

The remains of Lucca's second saint, St. Zita (the protector of domestic maids), are displayed -- all too visibly, some would say -- in the Church of San Frediano, in the northern part of the walled city. I had just had breakfast and was unprepared for the glass coffin containing richly adorned remains: The entire body (much to the delight of reliquary enthusiasts) was covered in dark brown canvas-like skin. A light inside the coffin illuminated the saint's features and, even at that early time in the morning, 20 candles were burning in the gloom below the altar.

My favorite work here is the stone font near St. Zita's Chapel. This tumultuous bas-relief creation, supposedly from the 12th century, is crammed with rotund figures, swirling togas and the tiny devout faces of saints and angels depicting the parable of the Good Shepherd and the story of Moses.

Below the tall campanile, the facade of the church is restrained 12th-century Romanesque, topped by a brilliant gold mosaic showing the Ascension of Christ with the apostles. The mosaic is bowed slightly toward the top, which increases the reflection of sun in the early morning, when the small piazza glows.

Lucca's most notable religious edifice, however, is the great white and green marble church of St. Martin, the Duomo. Crammed somewhat clumsily against its 13th-century campanile, it possesses a facade whose Romanesque exuberance is matched in Italy only by its sister church, St. Michael, half a mile away. From a distance, the three tiers of superimposed galleries ornately interspersed with columns and capitals suddenly spring to life in a riot of colors and shapes.

Every column is made of a different stone from its neighbors and each is carved as an independent entity. Some are decorated with Romanesque-flavored patterns, while others twist and turn with a baroque sensuality. A few are adorned with jungles of twirling vines, exotic flowers, fat serpents and strange prancing animals. Even the surfaces between the columns, normally left unadorned in Romanesque architecture, are decorated with extravagant patterns and leering faces.

Under the wide arches leading to the main doors there is no relief, as more griffins and serpents twirl around panels depicting the life of Saint Martin and lively allegories of the months. It seems that Lucca must have attracted a whole school of artists and sculptors around the 13th century who were tired of restraints placed upon them elsewhere in Italy. One can sense their enthusiasm in every inch of that facade.

Inside, the mood changes to serene Gothic. The interior was rebuilt in the 14th century, and the nave reaches upward to a misty dome full of gently swirling frescoes. Prominent artworks adorn the walls and side galleries, including a lifelike statue of St. Martin dividing his cloak; the restful, spacious composition of Fra Bartolommeo's "Virgin and Child"; gentle works by Jacopo della Quercia; and a rather dark "Last Supper" by Tintoretto. Most notable of all is the work of Matteo Civitali, who sculpted the angels on either side of the tabernacle in the Chapel of the Holy Sacrament, the altar of St. Regulus in front of the main altar, and the octagonal tempietto in which the famous "Volto Santo" is displayed. This wooden representation of Christ on the cross (partially carved, according to legend, by Nicodemus, one of those who helped bury Jesus, and miraculously completed by itself) is only displayed to the public in a procession through the town every year on Sept. 13. As is often the case, the myth and mystery may be more powerful than the reality.

My favorite church in Lucca is St. Michael's. I discovered it by chance the night of my arrival, when I reached the city gates after dark to find the town without lights. Fortunately, because of its Roman origins, the street system had a semblance of order, and I moved slowly through the blackness. I passed the remnants of a Roman column standing alone in a piazza, then more dark buildings until, in a brilliant splash of light, I arrived in the Piazza San Michele alongside the gleaming white church and campanile.

People strolled in leisurely fashion around the square and sat by the steps and statues. An outdoor cafe glowed in one corner. I felt I'd arrived at the real heart of the city and gazed in amazement at the incredible romanesque creation. Whereas the Duomo had three tiers of galleried arches, this edifice boasts four even more extravagant layers of individualized pillars and exotic tracery above a sober base of tall blind arches, topped by a rather overbearing statue of St. Michael. A delicate Madonna by Civitali set in a halo of radiating golden shafts stands at the southern corner of the facade, providing a fulcrum between the small piazza in front of the main doorway and the large space dominated by the campanile.

Purists point out, of course, that the size of the facade bears little relationship to the height of the nave behind it, and reject the whole work as "lacking in restraint." But surely that is the whole charm of such a building as this. Its creators enjoyed themselves mightily and were not afraid to show it. There were indeed once plans to heighten the rest of the church, and the facade was the first stage, but for whatever reasons the work was never undertaken. And it doesn't matter in the least. The Lucchese love their unusual churches and glory in their eccentricity, as they should.

Eccentricity is a significant word in Lucca. Some claim it is because of the town's domination by female rulers, beginning in the 12th century with the Longobard Matilda, and continuing when Lucca was presented by Napoleon in 1799 to his sister Elisa Bacciochi. Her enthusiasm for worthy public works knew no bounds. She supervised the design of the vast Piazza Napoleone, where her burly statue still gazes out at the passersby. She was also fascinated by city planning and is said to have enthusiastically promoted the arts, although cynical observers have suggested her prime interest was in the artists themselves. As Napoleon suffered setbacks in 1814, Elisa moved to Bologna, and a little later the city passed to Marie Louise of Bourbon for yet a third period of female rule.

Whatever the reasons, Lucca's eccentricities abound. The first morning I thought I was in Venice. The Via del Fosso looked like a backwater off the Grand Canal, with its slowly flowing waters neatly contained by low walls. Peeling stucco mansions colored ocher and terra cotta peered at one another across the water.

Just around the corner was the noisy Bar Giardino, its window brimming with the largest bottles of Italian wine I'd ever seen. Inside, the collection extended all the way down the back of the bar and across the far wall. The place was full of avid coffee drinkers chattering with one another at breakneck speed and flailing their arms with the eloquence of operatic prima donnas.

I dodged my way to the bar, hoping to meet Giardino and find out more about his unique collection of bottles. The barman told me he was on vacation, and in response to my questioning about the bottles repeated over and over, "He's mad. He's crazy." Well -- he's not half as crazy as the man who mixed me that fiery local cocktail, the tista, out of crushed pine nuts and an alarming number of liquors in a small cafe nestled in the shadows of St. Michael's. Or the well-dressed businessman, complete with briefcase and hat, who suddenly stopped in the center of the Piazza Bernardini and gave a fine rendition of a Puccini aria, then resumed his walk. A few people stopped to listen; no one seemed at all surprised. At the edge of the square, he raised a huge door knocker (Lucca has a splendid range of grotesque door knockers) and was admitted into the formal confines of some important government office.

Then there were the lions. Everywhere I walked I found lions, especially around the churches, carved in fine white marble and invariably eating serpents, dragons or the occasional human. No one seems to know why the city has such a passion for lions, and no one seems to know either why the red tower of the 14th-century Guinigi Palace is topped by a splendid chestnut tree. It's a most unusual sight: One can only assume that the tower is part of the residential quarters, and the tree provides welcome shade for its occupants.

A second palace, the Palazzo Controni-Pfanner, reflects the extraordinary range of architectural styles in the city. This 17th-century baroque eccentricity is a remarkable essay in arches, colonnades, sweeping staircases and conflicting perspectives -- all with that same sense of joie de vivre possessed by the churches.

Then comes the true Luccan climax -- a Roman amphitheater, which actually is not an amphitheater at all, but one of Italy's most unusual urban spaces: an oval piazza, bounded by a continuous wall of shops and houses of different heights, and entered through four dark tunnels. These buildings were added gradually as the old amphitheater walls, denuded of their protective marble, began to crumble. Sections are still visible on the exterior.

Until recently, the space functioned as Lucca's fruit and vegetable market, but that has now been moved elsewhere, and the tourist board is dreaming up fresh ideas for its future use. The morning I visited, the place was silent except for a group of young Italians sitting in the center, playing guitars and singing quiet folk songs that echoed off the curved walls.

But there's culture here, too. The city's two gallery-museums, while unable to compete with the artistic riches of Florence or Siena, possess many significant pieces. The austere Pinacoteca contains, in addition to the obligatory portrait of Napoleon's sister, works by Tintoretto, Titian, Andrea del Sarto and Luca Giordano.

More extensive collections can be found at the recently redesigned Museo Civico, and in the courts and galleries of the Villa Guinigi, Lucca's finest example of 15th-century Gothic architecture. The Guinigi family were powerful merchants who controlled the city from 1400 to 1430. Here a broad range of displays from Etruscan jewelry, Greek vases and Roman mosaics to Renaissance frescoes, furniture and lively religious art are excellently presented in uncluttered spaces. Works by Civitali (a tranquil Annunciation) and the Florentine Fra Bartolommeo are most memorable.

But for all its churches, museums and eccentricities, Lucca most of all is a city for casual walking -- the ritual passeggiata -- pausing to enjoy the stores under the old clock tower along the traffic-free Via Fillungo, full of elegant clothing and jewelry stores; wandering through the alleys and tiny piazzas of the old town below the amphitheater; drinking frothy cappuccino in the outdoor cafes under tall white campaniles.

This lovely city of towers and domes is also a good base for exploration, and during my visit I roamed freely throughout Tuscany. With the possible exception of neighboring Umbria, there is no region in Europe quite so rich in architectural and artistic achievements as this rolling landscape of flamelike Lombardy poplars, villa-topped hills and sparkling green vineyards.

Inevitably, its attractions are becoming increasingly popular, as the crowds in Florence and Siena grow ever more claustrophobic. The delightful hilltop town of San Gimignano, with its gray stone towers, tiny piazzas and richly frescoed cathedral today attracts bus loads of tourists. Volterra, an ancient Etruscan settlement perched high on limestone crags, also is experiencing a surge in tourism.

But they are the exceptions. Even the large cities of Arezzo, Pistoia, Prato and Cortona enjoy a tranquillity rarely found in nearby tourist centers. And smaller towns, such as Massa Marittima, Colle di Val d'Elsa and Monteriggioni, offer the back-roader an abundance of cultural riches in an environment that is little changed since the Middle Ages.

Also worth a visit are two large country villas just outside Lucca, outstanding examples of 17th- and 18th-century Italian architecture and landscape design.

The Villa Reale at Marlia is largely Elisa Bacciochi's creation. She modernized the old Orsetti Palace (previously used by the bishops of Lucca as a summer retreat) in a restrained Empire style, but maintained the gardens with their outdoor theater, lemon orchard and nymph's dell. After Elisa's departure, the villa eventually became the property of Victor Emanuel II. Subsequently, it has housed visiting heads of state and today is also used for festivals and concerts.

The 17th-century Villa Mansi at Segromigno is also open to the public; it boasts sumptuous baroque furnishings in its spacious interior and a charmingly informal garden. This was the home of the legendary "merry widow," Lucida Mansi, who supposedly retained her unusual beauty by a striking a pact with the devil, and died after being struck by lightning in her bathing pool (which, they claim, is still haunted by her ghost).

These places were memorable diversions, but in the end I was drawn once again to Lucca. My exploration of other cities only increased the charms of those clowning, grinning, Romanesque churches, and that constant sense of surprise as I discovered yet one more church and one more hidden piazza.

It's hard to leave Lucca and I arrived home many days later than originally planned. "Life is too short for short visits," a happy wine-seller told me one evening after I'd paid yet one more visit to St. Martin, the Duomo. You need those reminders occasionally. Lucca provides them generously.

David Yeadon is author and illustrator of many travel books, including "The Back of Beyond -- Travels to the Wild Places of the Earth" (to be published later this year by HarperCollins) . He is currently at work on "Lost Worlds -- Exploring the Earth's Remotest Places" for HarperCollins. WAYS AND MEANS

GETTING THERE: Lucca is wonderfully accessible by bus, rail or car from all the Northern Italian hot spots of Pisa, Siena, Florence and even Venice. Alitalia has a restricted fare from Washington National (via USAir to Boston) to Florence, with a stop in Rome, for $790 round trip. TWA has flights from Washington National to Milan (with a stop in New York) for $1,016 round trip, with restrictions.

From Milan, you can drive 130 miles southeast to Lucca in a hired car (rates in Italy for a compact from a local company start around $150 per week with unlimited mileage).

WHERE TO STAY: The Universo (1 Piazza Puccini) is centrally located and wonderfully spacious, with old-time charm. Rates start at about $70 double. The Villa La Principessa (Via Nuova, Massa Pisana), two miles outside Lucca, is a delightfully converted 13th-century mansion set in a cool garden with an excellent Tuscan restaurant. Rates start at about $130 double. There are many more modest establishments within the city walls; one of the best is the Ilaria Hotel at 20 Via del Fosso (from $40 double).

WHERE TO EAT: My favorite restaurants are II Giglio (Piazza del Giglio), which is occasionally stuffy but serves impeccable classic dishes (from $60 for two), and Buca di Sant'Antonio (1 Via della Cervia), with well over a century of traditional cooking featuring spit-basted kid and game dishes (from $70 for two). A few miles outside Lucca, La Mora in Ponte a Moriano is a famous shrine of Tuscan fare (from $60 for two). A couple of miles outside Lucca on the road to Viareggio, Solferino features traditional Luccan cuisine (from $60 for two). INFORMATION: Italian Government Tourist Office, 630 Fifth Ave., Suite 1565, New York, N.Y. 10111, (212) 245-4822. -- David Yeadon