By ERIKA KINETZ

THERE’S another revolution going on in Phnom Penh. Once home to the Communist Khmer Rouge, Phnom Penh, the Cambodian capital, now has its own KFC and other capitalist trappings. Skyscrapers are rising, and foreign money is pouring in.

This may be your last chance to see Phnom Penh before this former village at the mouth of three mighty rivers, once called the Pearl of Asia, turns into a booming metropolis. Even today, the city seems to shimmer with the sense that its low-slung buildings, ambling cows and smiling monks are not long for this world.

Friday

5 p.m.
1) DRINK BY THE RIVER

Founded at a confluence of the Mekong, Tonle Sap and Tonle Bassac Rivers, Phnom Penh is a city of water. Some of its main streets were once canals, and there’s no better way to honor Phnom Penh’s riparian soul than with a sundowner at Maxine’s (71 Tonle Sap Road, Chruoy Changva Peninsula; 855-12-200-617). In an old wooden house that is slouching into the river, Maxine’s has a ramshackle authenticity that, at least for now, seems immune to the city’s rapid modernization.

7 p.m.
2) EAT LIKE A COLONIALIST

The French ruled Cambodia from 1864 until 1953, and whatever else you have to say about that legacy, they did leave behind good cheese. If you are in the mood to live large, go for the foie gras ($17) at the elegant La Résidence (22-24 Street 214; 85523-224-582; www.la-residence-restaurant.com). Otherwise, head to La Marmite (80 Street 108; 855-12-391-746; entrees $7 to $13), a scruffy bistro that offers better food than most of its more expensive cousins. (Note that prices in Cambodia are often quoted in dollars.) Afterward, if you happen to be in Phnom Penh on the first Friday of the month, follow the surreal swirl of drunken expatriates to Elsewhere (175 Street 51; 855-23-211-348), which has tables tucked into the trees around a small swimming pool. Or retire early. Cambodia, after all, is still a nation of peasants who rise at dawn.

Saturday

8 a.m.
3) KNOW THE STORY

Five Khmer Rouge leaders are awaiting trial at a United Nations-backed tribunal in Phnom Penh. But this dark chapter is still so politically sensitive that it’s barely discussed in Cambodian schools. All the more reason to grab an early tuk-tuk, a motorcycle-powered rickshaw, out to the Choeung Ek killing fields, about nine miles away via Monireth Boulevard (admission $2). Then swing by the Tuol Sleng Genocide Museum (Street 113 and Street 350; 855-12-457-677; $2), where at least 14,000 men, women and children were tortured. Tread softly: locals say the place is still haunted.

Noon
4) EAT WITH FRIENDS

For solace, find your way to Friends (215 Street 13; 855-12 802-072; www.streetfriends.org) , where you can take comfort that your lunch is being served to you by rehabilitated street children. Despite the nation’s galloping economy, about a third of Cambodians still live on under a dollar a day, the United Nations Development Program has said. The fruit shakes ($2.50 to $3.50) are fantastic, as are the tapas-style entrees, like grilled fish fillet with salsa verde ($3).

2 p.m.
5) HUNTING FOR BARGAINS

Bargains abound in Phnom Penh. Looking for affordable gems? Go to the backroom of Mr. Sit Down (116 CEO Sihanouk Boulevard; 855-12-805-4-28), where Hoeu Sareth’s solid workmanship, simple designs and shiny Pailin rubies have enticed expatriates for years. For women’s clothes, go to L’Armoire (126 Street 19; 855-23722-310), a sweet boutique that sells well-cut dresses from the designer and owner, Alexandra Barter. Ambre (37 Street 178; 855-23-722-310), housed in an old colonial mansion, carries men’s suits and fancy dresses. And before lugging your bags back to the hotel, pick up at least one all-cotton krama, a traditional checkered scarf used for everything from holding babies to bathing. You’ll find a great assortment (about $1.50) at Psar Tuol Tom Pong, a k a Russian Market, at the corner of Streets 440 and 163.

5 p.m.
6) THE SPA EXPERIENCE

For a pampering facial, try the spa at Bliss (29 Street 240; 855-23-215-754; facials, $38 to $45), but if you want a massage, head to Health Care Center Master Kang (456 Monivong Boulevard; 85523-721-765), which has a utilitarian ambience but some of the best-trained masseuses in town. Start by sticking your feet in a pool of hot herbal water that looks like mud. The aromatherapy oil massage ($15 for one hour) involves piles of hot towels, up to 20, stacked on your aching back. The forceful foot massage ($10 for an hour) can’t be beat.

6:30 p.m.
7) KHMER COOKING

Khmer cuisine is not for the squeamish: garlicky crickets, black beetles, crispy tarantula and chopped chicken bits with bone. Fear not: there’s barbecue. At a curbside plastic chair at Sovanna Restaurant (2 Street 21; 855-12-840-055) order dishes, like fresh-grilled squid, shrimp, beef or pork (small plates, 8,000 riels, or $1.96 at 4,168 riels to the dollar; big plates, 16,000 riels).

8:30 p.m.
8) STAY HYDRATED

The respectable side of Phnom Penh’s night life consists of drinking, drinking, and then drinking some more. Tourists flock to the Foreign Correspondents’ Club (363 Sisowath Quay, 855-23-724-014; www.fcccambodia.com). Actual journalists tend to drown themselves in the strong margaritas at Cantina (347 Sisowath Quay; 855-23-222-502), a grungy Mexican joint on the river. For martinis, go to Metro (Sisowath Quay at Street 148; 855-23-222-275), a sleek, modern place with some of the best drinks in town. If you must dance, Riverhouse (6 Street 110; 855-23- 220-180) offers throbbing bass and a slightly ghetto vibe.

Sunday

8:30 a.m.
9) SEE THE OLD CITY

One of the best ways to disentangle the city’s torturous — and tortured — history is to study its old buildings. Settle into a cyclo, a kind of bicycle-powered rickshaw, for a three-hour tour of the city’s architecture with Khmer Architecture Tours (855-92-870-005; www.ka-tours.org; the tours meet at the Phnom Penh Post Office, at Streets 13 and 102), a nonprofit group with very informative guides. Although the city has been shaped by waves of French and Chinese, you’d never find that old Chinese temple (now inhabited by squatters) or that defunct Citroën factory without help. Also, don’t miss the work of Cambodia’s most celebrated modern architect, Vann Molyvann, whose midcentury modern buildings are disappearing fast. Two have been torn down this year alone. Group tours ($5 to $12) are given every other Sunday; private tours are also available (about $40 for three hours).

Noon
10) ART AND ARTIFACTS

If you can’t make it to Angkor Wat, check out the collection of Angkorian artifacts at the National Museum (corner of Street 13 and Street 184; 855-23-211-753). An open-air pavilion built around a lush garden fountain, it’s one of the calmest places in the city, despite the occasional bat flying overhead. For something more modern, head around the corner to the Reyum Institute of Arts and Culture (47 Street 178; 855- 23-217-149; www.reyum.org), run by Ly Daravuth, a French-educated curator and cultural historian whose past exhibits have included wat paintings and sculptures made from everyday objects. Reyum also publishes a collection of books on Cambodian culture that you won’t find elsewhere.

2 p.m.
11) TASTE THE PAST

Cambodia was once famous for its peppercorns, which look innocuous enough but pack significant heat. Kampot, a sleepy river town about three hours south of Phnom Penh, was once the center of Cambodia’s peppercorn farms. Today, nonprofit groups are working to revive the trade. The sweetest way to savor this history is at the Chocolate Shop, the city’s first and only chocolate boutique (35, Street 240; 855-23-998 6-38). Order a palm-sized slab of dark chocolate encrusted with crushed Kampot pepper ($5). It is as sweet and as hot as the tropics themselves.

THE BASICS

Most flights between the United States and Phnom Penh require a connection. Korean Air (www.koreanair.com) flies from Kennedy Airport to Phnom Penh, via Seoul, South Korea, starting at $1,645, a recent online search showed. Cheaper flights can sometimes be found on EVA Air of Taiwan (www.evaair.com), which flies from Newark to Phnom Penh via Taipei. A recent online search found fares starting at about $1,200. A taxi from the airport to Phnom Penh center is about $10 with tip.

The Raffles Hotel Le Royal (92 Rukhak Vithei Daun Penh;, 855-23-981-888; www.phnompenh.raffles.com) is where journalists camped out in 1975 on the eve of the Khmer Rouge’s takeover. Today, the historic hotel still draws dignitaries and foreigners, with stately rooms starting at $300.

The year-old Villa Langka (14 Street 282; 855-23-726-771; www.villalangka.com) is a welcome addition to the city’s small but growing list of boutique hotels. There’s a dark-tiled pool, a peaceful garden and tastefully designed rooms from $35 to $100.