He didn't have as much luck with the burning water. In the Peppermill's sunken bar with its exotic tropical drinks and 15 plasma TV screens, there's a fire burning in the middle of a water fountain. Yes, only in Vegas. And only at the Peppermill.

Penn wanted to have water that burns in his own home. But he was given the thumbs down by the Peppermill proprietors.

"It turns out that they have protected their patent from nut jobs like me and not only (from) having the uniform but having someone able to dance pantyless in the uniform around water that burns," he complains. "They were ready for me."

As for the food, Penn prefers the fruit plate or the patty melt. As the sun rose after a long night, I opted for the huge pieces of French toast.

-Fremont Street

This is old downtown Las Vegas. Tacky doesn't even begin to describe it. Penn used the words "lower class" and "carny."

"If you want to get a deep-fried Twinkie," Penn points out, "you can go to the Minnesota State Fair or Fremont Street."

Fremont is where you go for kitschy souvenirs such as Elvis nightlights and rattlesnake key chains. Or to the Beef Jerky Store, which sells everything from octopus jerky to dried minnows. Penn said he likes to hang out at the Starbucks patio on the pedestrian mall and just watch the world walk by.

"It's the serious, no-kidding-around gamblers," he says. "It's not as much of a tourist-y feel. It's a whole different flavor, vibe and heart than the rest of Vegas."

Fremont is where Penn bought his wedding ring.

"When we got married, I gave my wife my mother's wedding ring, which meant the world to me," he says. "And then we bought my ring in a pawn shop on Fremont Street. Those rings kind of sum up our whole lives - the top and the bottom of the way we live. And I'm very proud that I have a wedding ring from Fremont Street because you know this ring has an amazing story and you also know that we'll never know it. And that's everybody who walks by on Fremont Street."

-Liberace Museum

This shrine to Liberace makes Elton John look tamer than Barry Manilow.

Check out the garish outfits (the rhinestone-lined, floor-length blue diamond mink), the even more outlandishly decorated pianos (a mirror-covered grand) and the equally ornate music that plays throughout the two-building complex. And don't miss the over-the-top jewelry (260 diamonds on one piano-shaped ring) and the glow-in-the-dark cars (the Stars and Stripes red, white and blue Rolls Royce is my favorite).

Penn calls the museum perfect. "Once again, it's in a strip mall, which is important to me; they seem real American to me. You see how much he loved the fans and how much they loved him and how goofy and psychedelic and yet completely honest his show was.

"Liberace is the show that the (Rolling) Stones are trying to do. I loved that when he was onstage, there was absolutely no cynicism whatsoever. You really see the 12-year-old boy with the towel strapped to his neck as a cape, parading in front of a mirror. That's just the beauty of art to me. Lenny Bruce said, `The purpose of art was to stand naked onstage.' And Liberace, with all his rhinestones and everything else, really was standing kinda naked onstage."

-Bellagio

Did you think Penn was going to ignore the Strip entirely? No way.

Anybody who has been to Vegas knows about the elaborate spectacles inside and outside the Bellagio. Penn, of course, has a different take.

Inside, start at the botanical gardens, which are an extravagant cornucopia of color, fragrance and design. Proceed to the casino floor and then, head to the Gallery of Fine Art, where the works of Picasso, Warhol and Ansel Adams have been exhibited.

Says our guide: "If you walk fast from the casino floor into the art museum, you can really get the feeling of one show business. I love when you have that moment at the Bellagio when you realize Picasso, a table dancer and Bach all have the same job."

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IF YOU GO:

Lotus of Siam, 953 E. Sahara Av., 1-702-735-3033, www.saipinchutima.com

Peppermill, 2985 Las Vegas Blvd., 1-702-735-4177, www.peppermilllasvegas.com

Liberace Museum, 1775 E. Tropicana Av., 1-702-798-5595, www.liberace.org.

Bellagio, 3600 S. Las Vegas Blvd., 1-702-693-7111, www.bellagio.com

Fremont Street, between Main St. & Las Vegas Blvd.