Commonly known as the Twin Cities, MINNEAPOLIS (a hybrid Sioux/Greek word meaning "water city") and ST PAUL are competitive yet complementary. Fraternally rather than identically twinned, they may be even better places to live than they are to visit, thanks to their good looks, cleanliness, cultural activity, social awareness and relatively low crime rates. About thirty of Fortune Magazine's 500 top corporations are based here; many extend substantial financial support to local arts, community projects and sports. Life for a majority of Twin Citians seems so vibrantly wholesome that the most significant threat would appear to be their own creeping complacency.

St Paul has been called "the last city of the east," making Minneapolis across the curving Mississippi "the first city of the west." Only a twenty-minute expressway ride separates their respective downtowns, but each has its own character, style and strengths. St Paul , the state capital - originally called Pig's Eye, after a scurrilous French-Canadian fur trader who sold whisky at a Mississippi River landing in the 1840s - is the staid, slightly older sibling, careful to preserve its buildings and traditions. Its residents are mainly German, Irish and Catholic. The compact but stately downtown is built, like Rome, on seven hills: the Capitol and the Cathedral occupy one each, august monuments that keep the city mindful of its responsibilities.

Minneapolis , founded on money generated by the Mississippi's hundreds of flour and saw mills, is livelier, artier and more modern, with skyscraping, up-to-date architecture and an upbeat and even brash attitude that never quite jeopardizes its essential affability. The mostly Slavonic, Nordic and Lutheran residents are spread over wider ground than in St Paul, with dozens of lakes and parks to underscore the city's appeal. The home-grown superstar Prince and the recording company Flyte Tyme cast a global spotlight on the local music scene.

St Paul , reached along I-94 (and served by buses #16A, #21A or downtown express route #94BCD), has more wealthy old homes and civic monuments than Minneapolis. Here, too, downtown buildings are linked via skyways. Call in at the jazzy Art Deco lobby of the City Hall and Courthouse , Fourth and Wabasha, to see Swedish sculptor Carl Milles' revolving 36ft Vision of Peace , carved in the 1930s from white Mexican onyx. The castle-like Landmark Center , a couple of blocks away at Fifth and Market, and the glittering Ordway Music Theatre both overlook Rice Park, probably the prettiest little square in either city. Town Square Park is a lush, multilevel indoor garden in a shopping complex. The gorgeous granite and limestone Minnesota History Center , 345 W Kellogg Blvd (Tues, Wed, Fri & Sat 10am-5pm, Thurs 10am-9pm, Sun noon-5pm; free), with its extensive research facilities and some inventive exhibits for the more casual visitor, is the best place to grasp the state's story. An immense steel iguana is the doorkeeper at the exciting hands-on Science Museum of Minnesota , 120 W Kellogg Blvd (Mon-Sat 9.30am-9pm, Sun 10am-9pm; $10; ), which also has a domed Omnitheater (entry included in ticket). Or check out the Minnesota Children's Museum , 10 W Seventh St (summer daily 9am-5pm, Thurs till 8pm; rest of year closed Mon; $5.95; ), where even big kids will be diverted by the five interactive galleries.

A well-preserved five-mile Victorian boulevard, Summit Avenue, leads away from downtown. F. Scott Fitzgerald , born close by, finished his first success, This Side of Paradise , in 1918 while living in a modest row house at no. 599. He disparaged the avenue as a "museum of American architectural failures." Look for the coffin atop no. 465, once the home of an undertaker, and visit the James J. HillHouse at no. 240, a railroad baron's sumptuous mansion from around 1891 (tours every half-hour Wed-Sat 10am-3.30pm; $6; reservations recommended; tel 651/297-2555). Territorial governor Alexander Ramsey 's house (tours on the hour May-Dec Tues-Sat 10am-3pm, Sun 1pm, 2pm & 3pm; $6; tel 651/296-8760s), nearby at 265 S Exchange St in the fashionable Irvine Park district, remains a showcase of Victorian high style.

The costumed staff does a fine job of interpreting Minnesota's frontier past at Fort Snelling (May-Oct Mon-Sat 10am-5pm, Sun noon-5pm; $6; tel 612/726-1171), near the airport off highways 5 and 55. Built between 1819 and 1825 on a strategic bluff at the confluence of the Mississippi and Minnesota rivers, this was Minnesota's first permanent structure - a successful attempt by the US government to establish an official presence in the wilderness that had recently been won from Great Britain. Another good bet is the venerable and picturesque Como Park Zoo and Conservatory , reached by taking I-94 to the Lexington Ave exit, then continuing north on Lexington for about three miles (summer daily 10am-6pm; rest of year daily 10am-4pm; free). Farther afield, in suburban Apple Valley, off Hwy-775 (take bus #77Z from the Mall of America), is the spacious, highly regarded Minnesota Zoo (May-Sept Mon-Sat 9am-6pm, Sun 9am-8pm; Oct-April daily 9am-4pm; $8, or $14 combination ticket; tel 951/431-9500, ). The animals reside in reconstructions of their natural habitats; the Komodo dragon exhibit, Imation IMAX Theater and new Discovery Bay aquatic center are outstanding.

Annual celebrations in St Paul include a beanfeast called Taste of Minnesota (tons of food, live entertainment, rides and fireworks) running from late June to July 4 and the nation's largest State Fair (end of Aug to early Sept). The Winter Carnival (late Jan to early Feb) is a frosty gala designed to make the most of the seasonal freeze with ice and snow sculpturing, hot-air ballooning, team sports, parades and more. Perhaps, though, the longest-running celebration here is Hockey Season - the non-summer months. The twin cities finally got a pro hockey squad again - the Minnesota Wild - and the new Xcel Energy Center (317 Washington St; tel 651/222-9543, ) is testament to the sport's importance round these parts.