Cannes is one of the most legendary of towns along the Riviera, famous for the International Film Festival held in May and home to several super-deluxe luxury hotels. But surprisingly, the main shopping area and old section are down-to-earth, with normal prices and a friendly atmosphere. It’s an easy four-block walk from the train station to the shore where you can have a peek at the high life exemplified in the extraordinary hotel palaces lining the grand Boulevard de la Croisette. Nobody will stop you from walking through their lobbies and perhaps pausing for some refreshments. The grande dame of them all is the Carlton, a magnificent structure one century old but sparkling like new. It's super-expensive, and during the Film Festival, forget about it -- you've got to be a Hollywood player or big-shot buyer to get a room. But in the rest of the year, especially in the off-season, you might find an affordable room in this elegant palace. The baroque dining salon dates to 1911 with original décor intact, and the elegant lobby also features a lovely lounge. The Carlton is on the waterfront with the beach across the street and, of course, a row of high-end shops out front. The Majestic is another of those fabled palace hotels -- so go in, have a look around the Egyptian-themed lounges, sit down, relax, use the facilities, maybe have a snack at the café. Then head back out onto the promenade where you’ll find a pretty sculpture of a lioness and her cubs in a garden. The Noga Hilton, with its soaring atrium lobby, and the Art Deco-styled Martinez are the other spectacular 5-star deluxe hotels along this promenade. Off-season is generally too cold for beach action, so if seeing those nubile, exposed bodies is important, you would be better off visiting here in the summertime despite the crowds and higher prices. The Cannes Festival Hall, where all the screenings take place in late May, is a monster structure at the end of the promenade. Its sidewalk is dimpled with many impressions from the big stars, who flock here during the festival to show off and promote their latest flicks. OLD TOWN Just beyond the marina on the other side of the Festival Hall, you will reach the Old Town of Cannes, easily be missed by those hesitant to walk uphill, but don’t be dissuaded. Called “le Suquet,” this simple neighborhood is a welcome counterpoint to the ostentatious display of wealth down below. Take a little stroll through its pedestrian zone that gently rises via staircases and the upward sloping pathway of Rue Saint-Antoine to the top of the small hill, that will provide a great view looking back across the boat harbor to the beaches, elegant hotels, marina and Festival Hall down below. There are a couple of pleasant squares here in the Old Town, and a few restaurants, ice cream shops, creperies and cafes. ANTIBES In 15 minutes the train will whisk you to the beautiful coastal town of Antibes, which can easily be explored in a couple of hours and still leave time to get back to Nice for dinner. Antibes was once a fortified village, like most of the other old towns in the south of France, and has an ancient fort in the harbor with the original wall running along the shore. Walk straight out of the train station two blocks on Avenue de la Libération to the marina and continue along Avenue de Verdun past the marina to a gate in the city wall that will lead you into the Old Town, a small area just several hundred yards long and wide but riddled with dozens of tiny lanes. To the right inside the gate is a lively street lined with bars called Boulevard d’Aquillon – a curiosity, but don’t turn here. Instead, turn left to Rue Aubernon which will lead you into the heart of the old section and quickly to Cours Massena, the main food market. If you walk straight a few blocks, you will find a peaceful residential neighborhood of narrow pedestrian alleys where you might get a little lost. It’s fun to get off the beaten track now and then to see how people live in their residential areas -- just a couple of narrow lanes lined with lush plants that provide a little breather before plunging into the commercial district. There is a large Picasso Museum nearby in the Grimaldi Palace where the artist had a studio that is now incorporated into the museum. Antibes was famous as a home for artists in the 20th century, Picasso in particular, who lived here in 1946 and spent most of his later life elsewhere in Provence. He donated 22 of his paintings to the museum, which also has works by other important artists of the modern movement. Notice the arches in several side alleys linking the buildings together to help support each other, as if holding hands. A square bell tower from the 12th century looms over the small square with the Church of the Immaculate Conception, built on the site of an ancient Greek temple. After wandering through this residential maze, find your way out to Rue des Revennes, which becomes Rue James Close, the most charming shopping lane in town. This narrow pedestrian route is lined with boutiques and restaurants that are so cute you just might want to drop anchor at a sidewalk cafe and sample the local grinds, such as “socca,” similar to pizza with a thick crust. These few blocks are some of the sweetest in the entire Riviera, and this very old shopping street is a forerunner of today's modern shopping malls. These streets have always been too narrow for cars, so it's been a pedestrian zone from the beginning.