High on the hilltop at Wat Phnom is a good place to start any visit to the Cambodian capital of Phnom Penh.

Granted, at 27m high, it is by New Zealand's mountainous standards more of a grassy knoll than a hill, but it's the only one in the city and the temple atop it is the city's oldest building and the one for which it is named.

As such it's an appropriate place to begin to appreciate everything that makes Phnom Penh such a fascinating and oddly charming city.

From the cool, tree-covered oasis of Wat Phnom step out into the jostling chaos of motor scooters - the badge of honour of any Third World city worth its salt.

Narrow, potholed back streets run off frantic roundabouts and wide European-style boulevards, a mark of the French who ran the country from 1864 to the 1950s. Driving becomes a game of scooter dodgems with the added diversion of finding the two-wheeler most loaded down. At last count, the winner was eight people - and a cow.

Slightly removed from this day-to-day madness near the banks of the Tonle Sap River - one of three, with the Mekong and Bassac, that converge at Phnom Penh - is the jewel of the city's tourism crown, the Royal Palace.

Nearby, one opportunistic young man is selling - to the brave or crazy - deep-fried cockroaches, beetles, crickets and fat, juicy tarantulas as snacks. Maybe later. Mostly I wonder where exactly he found all those tarantulas.

Within the palace grounds, the ornate gilded rooflines gleam against the blue sky, hinting at the remarkably beautiful excesses inside the buildings. The palace is still the official residence of Cambodia's king so quite extensive areas are closed to the public.

But there is still much to marvel at, including the dramatic throne room, the incongruous, ornate iron house in the courtyard, gifted to a previous king by Napoleon III, and the stunning Silver Pagoda, named for the 5000 silver tiles that cover the floor - although most are covered with rugs to protect them from the thousands of tourist feet.

The Silver Pagoda and other parts of the palace were left reasonably untouched by Cambodia's brutal Khmer Rouge regime in power through the 1960s and 70s. But even here there are scars, including evidence of stolen treasures and defaced statues.

But to truly comprehend the horrors of what went on in this country, a visit to the Tuol Sleng Museum is essential.

This former high school was the Khmer Rouge's largest and most notorious prison, where 17,000 Cambodians were held and tortured before being moved to the killing fields at Choeung Ek. Just 12 people were known to have survived.

It is a gruelling place to visit, with room after room after room of black and white photographs of prisoners - men, women and children.

Those photographs become even more chilling once you visit Choeung Ek, a 20-minute drive out of the city.

Here the skulls of some 8000 people lie on view in the memorial stupa.

It's distressing to realise they belonged to the same people whose photographs line the grim cells at Tuol Sleng. Elsewhere, fragments of bone and clothing still remain embedded in the paths.

The killing fields and the museum are clearly not an easy visit, especially one after the other, and won't be for everyone - although they seem an essential part of any visit to this country. Though Cambodia is moving on, the bloody history of the Khmer Rouge has affected everyone you meet here and still informs almost every experience.

Arguably, one of the more disturbing aspects of Choeung Ek today is that is owned and operated as a tourist destination by the Japanese.

In return, the Japanese are helping fund infrastructure such as roads, which in itself says much about the economic and rebuilding obstacles Cambodia still faces.

Back in the city though there are frequent reminders of the more positive, vibrant aspects of a reviving Phnom Penh.

For an idea of what life was like for Cambodia's native Khmer people centuries ago, visit the impressive National Museum, with its vast collection of ancient art. From there, skip across the road for refuelling at Friends Restaurant, where former street kids are taken in and trained in the hospitality industry.

The food, a mix of traditional Cambodian dishes with Vietnamese and Thai influences, is simply delicious.

It's a good place to pause, refresh yourself from the heat, and reflect on a city that is rebooting itself. A city that has extremes of excess and poverty, of historical triumphs and horrors; a city that will equally divert and distress you. A city that very easily gets under your skin.

Kerri Jackson travelled courtesy of Cathay Pacific and Adventure World