The evolution of Long Beach, California from an oil and Navy town to a glittering getaway destination is the stuff of fairy tales. Now, the once-gritty downtown shimmers by day with attractions like the mega-aquarium, the iconic Queen Mary, and eclectic museums and galleries. By night, it sizzles with great eateries, hot bands—from scintillating salsa to sultry jazz—and smoking dance floors. Throw in world-class sports events like the Toyota Grand Prix and sailing’s famous Transpacific Yacht Race from Long Beach to Hawaii, and you know you’re in for a good time.

Enter the wondrous, watery world of the Aquarium of the Pacific. Huge and high-tech, it will knock your socks off as you travel through its four radically divergent sample habitats, from local kelp forests to the lagoons of Baja California. Watch jellyfish dance and sway at the Tropical Pacific gallery; buy a drink for a lorikeet at the aquarium's aviary; pat bonnethead sharks or cownose rays at Shark Lagoon. The list of exciting sea creatures goes on and on, including Magellanic penguins from South America, horseshoe crabs big as footballs, playful southern sea otters, and pot-bellied sea horses and sea dragons. In the aquarium, learning and fun are synonymous, so plan to spend an afternoon or more.

A glamour-queen requests the pleasure of your company, right in the Long Beach Harbor: the historic Queen Mary, a famed 1930s transatlantic ocean liner with endless secrets. Stroll aboard as if you were a celebrity passenger who graced her decks in yesteryear or one of the royals or dignitaries who sipped cocktails in the Art Deco lounge or dined in the sumptuous Grand Salon. The ship's supposedly haunted, so keep your eye out for ghosts and spirits as you explore the liner from bow to stern.

It's hard to imagine a ship more different from the Queen Mary than the USS Iowa. Climb aboard this huge warship at the L.A. waterfront. Nicknamed the Battleship of Presidents, the USS Iowa hosted Presidents Franklin D. Roosevelt, Ronald Reagan and George H.W. Bush, along with many other dignitaries, during its seven decades of service. Walk the wooden decks and inspect its guns, missile decks, mess areas and the captain’s cabin, boasting the only bathtub installed on a battleship for a president.

Ribs, meatloaf, fried chicken with gravy, cornmeal-breaded half-moons—The Attic (3441 East Broadway, Long Beach) looks like Grandma's house, but serves up some of the best Southern-with-a-touch-of-Creole, back-to-basics food around. Try the Mac 'n' Cheetos for a luscious creamy pasta dish topped with crumbled Flamin' Hot Cheetos. If your gang's hearts are fixed on seafood, head to Pier 76 Fish Grill (95 Pine Ave., Long Beach) for great food, fresh seafood and terrific service. All the food is healthy, affordable and delicious, but the fish sandwich is to die for!