The second time should have been better. It was 10 years later and I was working in the film business in London. The company that employed me had plans to establish a European film distribution network with partners in France, Spain, Germany and Italy. We spent a pleasant year travelling to monthly meetings in each other's countries to discuss our prospective business, the partners hosting each other's visits with lavish hospitality. The Italian meeting took place during the Venice Film Festival in September. The Festival happens on the Lido, and our Italian partner, a member of the Rizzoli family, had booked us all into the wonderfully moody, belle epoque Hotel des Bains, famous as the location for Visconti's film adaptation of Thomas Mann's Death in Venice starring Dirk Bogarde. When the partners' partners got wind of this, they all decided that they were coming too. And when my husband heard that the wives were going, he resolved not to be left out.

Unfortunately, the man I collected from the basement of Wodka Restaurant in South Ken on the way to Heathrow Airport for our flight to Venice was in a sorry state. Although by that time he was relieved to be taken away from the stag party in which he had been participating, his condition did not augur well for the two-day trip. He spent the next 48 hours lying in a beautiful darkened room, surfacing only on the final day to make a brief foray across the lagoon on one of the hotel's gleaming Rivas to Harry's Bar for a restorative bellini. I spent my time at meetings, screenings and in terrible restaurants, frustrated that just a short tantalising distance away the real Venice waited to be discovered.

Third time lucky, I hoped, as four friends and I were persuaded by our 12-year-old daughters Third time lucky, I hoped, as four friends and I were persuaded by our 12-year-old daughters to take them off for a weekend.

Various destinations were considered until the offer of a free villa in Venice, made up our minds for us. The girls were worried. "Will there be any shops?" they fretted. "What will we do there? Will we have to go to. . . art galleries?"

Well, yes, there are shops. All the usual top-end Italian designers have outposts in Venice. But by the time you've peered in the window of your 99th mask shop, and your 89th glass shop, you may have rather lost the will to live. The girls had fun flitting in and out of little knick-knack shops, but there were very few clothes they were interested in and, certainly from a shopping point of view, Venice didn't burn our wallets too badly.

What did we do? An awful lot of walking.

The first essential when you arrive in Venice is a good street map. At least one of the mammies was booking herself in for an eye test on her return due to map-reading difficulties. Walking is the best way to get a sense of just how extraordinary a city Venice is. Everything that needs to be moved around the city happens by boat.

Our villa was situated in the Castello district, near the Celestia vaporetto stop. Slightly off the beaten track . . . but still only 20 minutes' walk from St Mark's Square. As the mammies' agenda was driven by a shared desire to keep the pre-teens sweet enough that they would indulge our selfish wish to have a bit of fun too (one more latte, an extra bottle of wine with dinner, the odd limoncello, a sneaky fag outside the restaurant) we made a collective decision not to come down too heavy on the cultural imperative, and to keep anything that could be perceived as educational to a minimum. St Mark's Basilica is a must-see . . . dating from the 11th century and built on a Greek cross plan crowned with five huge domes, it is literally awesome . . . a unique mixture of Eastern and Western influences: an oriental extravaganza. The other must-see . . . the Doges' palace . . . is, handily, next door. The Secret Itinerary tour which takes visitors into the State Inquisitors' room, the Torture Chamber and the prisons needs to be booked in advance and is apparently well worth taking. After all that history, we repaired to the ludicrously over-priced Florian Cafe and admired its gilded ceiling over hot chocolates and dainty macaroons, the price of which would be difficult to justify however delicious they were.

A tour of the Jewish ghetto on a small island in Cannaregio brought the Merchant of Venice to life. Now only a handful of Jews live in the ghetto, although it is still very much the focus of Jewish life in Venice with kosher restaurants and bakeries. Visits to the magnificent Italian, Sephardic and Ashkenazi synagogues can be arranged as part of a tour of the Museo Ebraico and you can buy glass rabbis in the souvenir shop in Campo del Ghetto.

The girls had been agitating for a gondola ride almost from the minute we arrived and I for one was keen, having been too impecunious on my first visit and too fauxsophisticated on my second. Trips usually last for 15 minutes but some hard negotiating took nine of us on a half-hour trip in two opulent boats adorned with gilded cherubs and velvet cushions from the Campo Santa Maria Novo to the Peggy Guggenheim museum. There was a collective gasp as we emerged from the quiet backwaters into the sunshine of the bustling palazzo-lined Grand Canal, and the price of 270 was justified by that moment alone. There are some subsidised gondolas in Venice . . . located at strategic crossing points marked on the maps, aboard which a quick traverse costs only 50 cent and gives passengers just about enough time to fire off a few snaps. The delights of the museum at Palazzo Venier dei Leoni, include Calders, Picassos, Kandinskys and Rene Magritte's 'Empire of Light', which will be familiar to all.

Venice has never been celebrated for its cuisine, and it has to be said that as a city it has more than its fair share of bad and overpriced restaurants. The huge number of tourists passing through each day may go some way towards explaining why things are the way they are, but there is no excuse for eating badly although it will not always be possible to eat well and cheaply. One of the mammies had been given an invaluable book . . . A Guide to the Eateries of Venice . . . and we consulted it at every turn. It is worth getting hold of a copy before you travel and making some reservations, particularly for dinners as many of the city's best restaurants are booked well in advance. During the day, there are plenty of cafes and the bacari unique to Venice, in which the weary tourist can snack on the Venetian equivalent of tapas. Meals for eight or nine of us averaged 200 to 250, no matter where we ate, or what the quality of the food.

The girls' favourite was Acqua Pazza in Campo S Angelo near la Fenice (great pizzas) (Tel: 00 39 41 2770688) and the mammies enjoyed the seafood pasta and wonderful view across to La Giudecca from the deck of Lineadombra at Ponte dell'Umilita in fashionable Dorsoduro (Tel:00 39 41 2411881).

On this trip I got a handle on Venice for the first time, and am keen to return.

GETTING THERE Aer Lingus flies to Venice Marco Polo (13km from Venice) several times a week with fares starting at 74.65 pp roundtrip including taxes and charges. A shuttle takes passengers to the bus and car terminal at Venezia: Piazzale Roma from where you take a vaporetto (water bus) to the stop nearest to where you are staying. Alternatively, water taxis are available but will cost around 150 . . . the thrill of powering across the lagoon in the dark may be worth it.

Ryanair flies into Treviso (30km from Venice) . . . check their website for latest fares. I found returns for 20 pp including taxes for a week in November. A shuttle to Venezia: Piazzale Roma is available from Treviso.

FACTS ACCOMMODATION We were guests of Casa Tanzi in Villa Claudia. A variety of apartments and one villa are available, with prices from 80 per night. Villa Claudia costs 250 per day in low season.

Casa Tanzi staff will meet guests at their vaporetto stop and lead them to their apartment . . . a service which will be more fully appreciated after a few days in the city, particularly if one has arrived in Venice at night. www. casatanzi. it Paolo Tanzi 0039 3484830255