396km (246 miles) N of Madrid, 100km (62 miles) W of San Sebastiȥn

Bilbao, Spain's sixth-largest city and biggest port, has been described as an ugly, gray, decaying, smokestack city. But it has a number of interesting secrets to reveal, as well as good food. It serves as a rail hub from which to explore some of the Basque country. Most of the city's sights can be viewed in a day or two. Many visitors flock here to see the controversial $100-million Guggenheim Museum, designed by American architect Frank Gehry and called "the beast" by some locals because of its bizarre shape. From afar, it resembles a gargantuan sculpture, with a tumbling-boxes profile and a 131m-long (430-ft.) ship gallery.

As the industrial center of the north and the Basques people's political capital, Bilbao prospers through shipping, shipbuilding, steelmaking, and banking. Its commercial heart, bursting with skyscrapers and sky cranes, hums with activity. The metropolitan area has the highest population (around 450,000) in the Basque region; including the suburbs and surrounding towns, Bilbao is home to over a million inhabitants.

Bilbao has a wide-open feeling, extending more than 8km (5 miles) across the valley of the NerviɃn River, one of Spain's most polluted waterways. Since some buildings still wear a layer of grime, visitors may compare Bilbao to the sooty post-industrial sprawl of an English port town. Bilbao was badly hit by the 1970s economic crisis, leading to closures of shipyards and steelworks. It has benefited greatly from a $1.5-billion reconversion grant, of which the Guggenheim project is one of the main beneficiaries. The Guggenheim Museum is a symbol of Basque economic revival, and locals hope it will lead to continued revitalization of their city. Positive development includes a flashy new Metro system designed by Englishman Sir Norman Foster, as well as a new airport terminal, the work of Spanish architect Santiago Calatrava.

Bilbao was established by charter June 15, 1300, which converted it from a village (pueblo), ruled by local feudal duke Don Diego LɃpez de Haro, into a city. Aided by water power and the transportation potential of the NerviɃn River, it grew and grew, most of its fame and glory coming during the industrial expansion of the 19th century. Many of the city's grand homes and villas for industrialists were constructed then, particularly in the wealthy suburb of Neguri. The most famous son of Bilbao was Miguel de Unamuno, the writer/educator more closely associated with Salamanca.