By RICH GRANT

With more than 5 million people, Mexico’s second-largest city can be modern, sprawling and congested, but it also offers a wonderful, colonial, pedestrian-friendly downtown worth spending a day or two exploring.

Start at the Catedral de Guadalajara, begun in 1561, this is the heart of the city, surrounded by plazas, shopping and incredible architecture.

The balcony of La Antigua Restaurant and Bar at Morelos 371, overlooking Plaza Guadalajara and the cathedral, is a great place to grab a local amber Victoria beer, eat some delicious garlic shrimp and plan an attack.

Plaza Liberación, to the east, has the most colorful activity, with everything from balloon vendors to Aztec dancers and drummers performing their ancient ceremonies beside a wild statue of revolutionary leader Miguel Hidalgo.at the butcher shop, herb and spice stalls, acres of produce and windows filled

The Mercado Libertad is “deep Mexico,” with hanging pigs’ heads with mystical interpretations of devils and ghouls, no doubt to ward off evil spirits. Don’t miss having your fortune told by a tiny canary inside the market.

The Plaza de los Mariachis is a bit disappointing mid-week, but on Saturday nights and Sunday afternoons, it allegedly jumps with mariachi bands. The very first mariachis began right here in the1860s as cowboy troubadour groups.

The Instituto Cultural de Cabanas is a Unesco heritage site and architectural gem, approached via a long pedestrian mall lined with shops, restaurants, fountains and statues.

The rest of the square mile historic district has pocket parks and churches, museums on history and art, colonnaded walkways, courtyard cafes and all manner of shops and department stores. It’s not as uniformly historic as the Zócalo of Mexico City and there are many tasteless modern buildings mixed in with old treasures. But there’s a relaxed and friendly vibe to the city – and certainly no hint of danger. Guadalajara feels safer than most American cities.

There are horse-drawn carriage rides for the tourists, but you’ll do better on foot … and the horses look like they can use the rest.

Tlaquepaque

Besides being fun to say (tlah-keh-pah-keh), this is Guadalajara’s answer to Beverly Hill’s Rodeo Drive, a truly pleasant pedestrian street, 7 km from downtown.

Tlaquepaque is known throughout the region for offering some of the finest arts and crafts in the nation, including the world-renowned sculptor and painter Sergio Bustamante.

Many of the galleries represent artisans who work onsite.

El Parian, at the end of the mall, is an open courtyard shared by a half dozen bars and restaurants.

Here, you can sip a beer watching the street action, or sit quietly in the center court listening to live music.

Like Beverly Hills, the stores are not cheap, but with its compact shopping area and more than 200 shops, restaurants and boutiques, this is the shopping destination in central Mexico and more fun, traffic-free and relaxed than any shopping district in Mexico City.

Tequila

The town of Tequila is less than an hour from Guadalajara and offers a quiet village of cobblestone streets, all surrounded by a sea of rolling hills covered with blue agave.

Tequila was first introduced here in 1795 by José Cuervo, who received the exclusive government contract to distill it.

Tours of the Cuervo distillery are available in English and Spanish, and offer a variety of tasting options.

The absolute best way to appreciate Tequila is to take the José Cuervo train, which leaves from Guadalajara every Saturday morning at 9 a.m. and includes a guided tequila tasting and breakfast, along with a scenic view of the countryside. There is also a guided tour and an incomparable mariachi and folklore ballet show included.

The grounds and shops of tequila are beautiful.

In the central town square, don’t miss the bubble machine man, who pushes a cart dispensing bubbles, followed by a small army of kids.

There’s also the National Museum of Tequila with an impressive gallery of works by local artists, and any number of shops specializing in tequila and tequila souvenirs.