If Sydney is Australia's glittering golden child, Melbourne - a mere 700km or so southwest - is her quirky, cosmopolitan sibling. The city is hip yet refined, Antipodean yet strongly redolent of Europe, less striking in looks but boasts a quality of life that regularly gets voted as the best in the world.
Sprawled on both sides of the Yarra River along the northern curve of Port Phillip Bay, Melbourne is home to around 3.5 million people, including significant populations of Greek, Italian, Turkish, Polish, Yugoslavian, Vietnamese and Cambodian immigrants and descendants. Without this intriguing mishmash of cultures, Melbourne wouldn't be half the fun it is today.
Although the city centre is architecturally impressive, and dotted with interesting stops such as Queen Victoria Market and Federation Square, you'll get most of your kicks hopping on a bus or tram and exploring the diverse inner city suburbs.
There's plenty to soak up, from the swathe of Italian eateries in Carlton, the Vietnamese and Greek neighbourhoods in Richmond and the oriental delights of Chinatown, to café society in newly fashionable Fitzroy, and the posh riverside shopping, drinking and arts territory on South Bank.
St Kilda is a whole different experience, the former seediness has been replaced with enough upmarket restaurants and drinking dens along the beaches, to make the area a favourite playground for locals and tourists alike.
Sports-mad 365 days a year, Melbourne is currently gearing up to host the 2006 Commonwealth Games. It's also the host of one of the biggest international racing events on the calendar - and a hugely festive day for Melburnians themselves - November's Melbourne Cup.