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In the underground crypt at Guanajuato's municipal cemetery, a bizarre attraction awaits -- one so macabre it belies its serene surroundings. Here, all talk stops. Astonishment commands silence.

Withered mummies stand in glass cases, seemingly staring back at the gaping visitors. A guide points to the oldest, a woman who died in childbirth more than a century ago. Her baby is at her side. Their companions are over 190 sorrowful souls, many dragged from their coffins around the turn of the century.

Disintegrating clothing covers the leathery bodies and shriveled limbs of children. One woman bears the rope marks left when she was hung. Another still has her long braid of dark hair. All were once buried on the steep nearby hillside.

Space is at a premium at Guanajuato's cemetery, known as the Pantheon. If, after five years, relatives no longer pay the fee for a tomb, authorities open the coffin. Should they find a mummy, it goes in the underground crypt and a new body takes its place in the cemetery.

Mysteriously, the dead don't always decompose. No one knows why. Some say it's the unusually dry air at 6,500 feet. Others believe the heavy deposits of minerals, mainly mercury and copper, caused a chemical change that preserves the bodies.

Strange as the mummies appear, Guanajuatans take their eerie tourist attraction in stride. Certainly, the mummies are a curiosity, but by no means the only attraction in this elegant stone city caught in a ravine hugged by mountains.

Guanajuato (pronounced gwah-nah-WAH-toe) lies in the center of Mexico, about 200 miles northwest of Mexico City. It's an old Spanish colonial settlement with a stately university founded in 1732. Among its population of 50,000, students are everywhere, eager to provide on-the-spot information and directions.

It's a place of festivals, ornate churches, theaters, museums, red-tiled roofs, yellow, pink and blue buildings, arches, plazas, flower-draped walls and fancy wrought-iron balconies.

A romantic, magical air fills lantern-lighted streets, whisking you back two centuries, when Guanajuato glittered like a Mexican opal.

Corkscrew streets suddenly end in steps; alleyways become so narrow that sweethearts lean out windows to embrace. But when fog wraps the narrow valley and rain darkens the cobblestoned streets, the city feels moody, mysterious, contemplative.

Avenue Juarez, with seven plazas, is the main street. Plaza El Jardin de la Union is the most popular. Here, student troubadours sing and townspeople gather around a baroque bandstand, especially for Sunday and Thursday evening concerts.

The labyrinthine streets defy a map, and cars are actually a nuisance. Most visitors leave them safely in garages while in Guanajuato. But do take a ride on the unusual subterranean highway, called the Subterraneo, once the city's system for flood control.

The sunken road has no signs and few exits. Once you're on it, you don't emerge until the other end of town. It's a grand ride under graceful arches with buildings towering above the city's old foundations.

BUT BEST of all is wandering about on foot. Let curiosity guide you to a surprise around every corner -- a minuscule plaza, children playing cards on a doorstep, a balcony splashed with fuchsia bougainvillea.

Guanajuato's history is rich. In its 18th century heyday, 100,000 people lived in the then wealthiest metropolis in Mexico. Gold and silver were the magnets, discovered in the nearby hills as early as the mid-1500s. The prosperous city blossomed with palaces, as it supplied the world with one-fifth of its silver and large quantities of gold and lead.

An important historic site is the state and federal museum, Alhondiga de Granaditas. The huge stone-block building houses numerous pre-Columbian relics, murals, handicrafts, old photographs and dioramas focusing on the heroic, fiery priest Miguel Hidalgo. In 1810, he dared to raise a flag in nearby Dolores and call for Mexico's independence from Spain.

Father Hidalgo and 50,000 men, armed mostly with hoes and pitchforks, stormed Guanajuato. The Spanish troops fled to the granary, a supposedly impregnable fortress (now the museum). But a brave young miner, known as El Pipila, would change the course of history.

On orders from Hidalgo, he tied a large slab of flagstone to his back for protection against Spanish weapons, seized a torch and laid dynamite at the granary's massive portal. The door blew open, and Hidalgo's men swarmed through, slaughtering all defenders.

Though the youth died, he's not forgotten. A 30-foot statue of El Pipila stands on a mountainside overlooking his hometown. The climb to the statue can be by car or on foot up a twisting, steep path past pretty little homes and gardens.

From El Pipila, the steeples of Guanajuato's fine churches beckon from the valley. The most famous is La Valenciana. Built at La Valenciana silver mine in 1758, the church has three magnificently carved altars smothered in gold leaf and encrusted with tortoise shell and ivory. You also can peer down into the silver mine's shaft while you're there.

Theater is a big attraction in Guanajuato, especially known for its 14-day International Cervantes Festival, held in October.

On many weekend nights, university students and faculty give performances of 15th and 16th century plays in a medieval-style courtyard, the Plazuela de la Rogue. Wearing period costumes, galloping on horses, ringing church bells, they put on quite a show.

The most lavish theater is Juarez, where the world's best opera companies once performed. The exterior green marble columns and friezes are exquisite. Inside, all is red velvet and gold, with every inch of the theater's five tiers sculpted, embossed, garlanded or painted.

But the most colorful place in town is the Hidalgo Market. On the first floor a myriad of produce is neatly stacked in rows of symmetrical stalls and counters. Mirrors, brass, jewelry, pottery and other regional handicrafts are on the mezzanine, encircling the entire glass and iron building. By all means bargain. It's expected.

Guanajuatans adore sweets -- and candy at the Hidalgo Market is like no other. Wrapped in bright pink, yellow or purple cellophane, this candy is a full foot long, stuffed with coconut and shaped like the mummies in the cemetery. Raisins serve as eyes.

Whether visiting Guanajuato for its elegantly preserved colonial past or to see its eerie mummies, you're in for an unusual experience. It's the kind of city that lodges forever in a corner of your mind.

For information, write to the Mexico Government Tourism Office, 405 Park Ave., New York, N.Y. 10022.

Wrapped in bright pink, yellow or purple cellophane, this candy is a full foot long, stuffed with coconut and shaped like the mummies in the cemetery.

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