In Cannes, scores of high-class hotels boasting ornate façades and chic shops with sophisticated fashions flank the main promenade along the water. Yachts line up along the piers, complete with satellite dishes, bars and decks where the owners sit for champagne breakfasts. Buildings painted in pastels with ornate white awnings and columns sparkle in the Riviera sun, promising luxuries for the wealthy and fabulous.

By May 12, two days before the Cannes Film Festival is to begin, the façades disappear under posters of Hollywood blockbusters seeking foreign distribution. The four-star hotels are draped in six-story ads for Terminator 3, the new Tomb Raider and a pair of Van Damme movies. Everything from buses to yachts serves as advertising for the movies.

I am a student intern, working at The American Pavilion, a hospitality center for Americans at Cannes. It is sponsored, for some reason, by Heineken; I guess Budweiser just doesn't fit in with Cannes' designer shops and open champagne bars. It hosts the likes of Claire Danes, Billy Zane, Roger Ebert, Dante from Clerks and a wide variety of producers, directors, distributors and financiers of things you've heard of. Serious celebrities, like Nicole Kidman, hide away in their posh hotels, and sightings are rare, a far cry from the dolce vita days when, legend has it, attention-hungry starlets stripped in the fountains and famous stars and directors sunned on the open beaches.

Publicist Lucius Barre, a festival veteran, calls Cannes the family reunion for the film industry, with thousands of filmmakers, buyers, sellers, critics, investors and lovers of cinema descending upon the resort town to watch, talk, eat, drink and breathe film for 10 glorious days. Four hundred movies a day play during the festival, from the next Hollywood hit to student shorts, from the plush 2,300-seat Lumiere Auditorium to screening rooms in basements, corners and annexes of hotels, not to mention impromptu screening rooms with TVs and handfuls of folding chairs.

The Cannes Film Festival started as a celebration of the art of film, but what lies underneath, literally, is the business. In the basement of the festival building headquarters, the Palais du Festival, lies a bustling film market, where sellers and producers set up booths to promote the films they represent to buyers and distributors who roam through the maze of stalls. The market is a competitive arena and who you are is important. Everyone is given a badge that designates them as a part of the festival, press or market. Anxious sellers glance surreptitiously at your badge, determining how to talk to you and for how long. If your identity is unknown, you have all the power; you could be some scruffy student or the wunderkind head of an up-and-coming distributor. One of my friends got star treatment at the opening-night party for Fanfan la Tulipe by claiming he was a good friend of star Penélope Cruz. A little jabbering in Spanish convinced the guards and the hosts to set him up with two young ladies in the VIP room while they searched for Cruz, who'd apparently skipped out on her own party.

Videos, DVDs, scripts, ideas, theater rights and television rights are the currency of this market, and creative advertising is key. Most companies stick to huge color posters of their wares, but Manhattan's Troma Entertainment, best known for the Toxic Avenger series, got attention with their roaming troop of girls in pink booty shorts and guys holding bloody limbs, all yelling "TROMA!" at sunbathers and industry execs alike. Small screening rooms constantly show films to interested parties; one of the most interesting films that I saw, an Icelandic tale of an out-of-place teenage boy called Nói Albinói, was on the market but had no participation in any of the festivals at all.

And of course there are the big fish: Lars von Trier's Dogville, François Ozon's Swimming Pool, Samira Makhmalbaf's At Five in the Afternoon, Vincent Gallo's The Brown Bunny, Gus Van Sant's Elephant and other big players debuted their films in competition.

Critics universally proclaimed disappointment with this year's lineup, calling it the worst festival in 15 years. The Brown Bunny, especially, was a magnet for the wrath of frustrated critics and filmgoers, leading to a (subsequently retracted) apology from filmmaker Gallo for having made the film. As egotistical and audacious as it was to make a film that starts with an hour and a half of Gallo driving and ends with a graphic scene of Chloë Sevigny performing fellatio on the filmmaker, I found the film to be a refreshing challenge to the viewer and a sincere expression of self. Otherwise, little stood out; the festival competition seemed overrun by slow, dense films full of painfully long takes and dark subject matter -- films that I usually find interesting and challenging, but when there is no alternative, tedium quickly sets in.

The famed red carpet offered respite, lined with press dressed in tuxes and equipped with cameras heavy with telephoto lenses. It takes celebrities about 15 minutes to make it to the top of the stairs, stopping at every step for photo opportunities. Makhmalbaf, the 23-year-old Iranian director of At Five in the Afternoon, mounted the revered steps in a conservative black pantsuit, a headscarf and white sneakers.

Getting a ticket to an evening screening with the celebrities isn't too much of a chore, but the black-tie dress code can make it difficult to get in. Discerning guards look over each hopeful audience member before allowing them in, turning people away for outfits they deem less than proper. One of my newfound friends, a young Cameroonian director named Victor Viyuoh, was dressed to the nines in his traditional Cameroonian garb, only to be denied entry for not wearing a tux. After some persistence, though, cultural diversity won out over French protocol and he walked up the steps with the rest of the well-dressed.

By the time the award ceremony rolls around, Cannes feels empty; a lot of the people involved in the market are gone: deals made, hands shook, contracts in the making. But all the elite are gathered under one roof to witness the handing out of the highest honor in film. Everyone is speculating on who will win what, although von Trier's ode to the teleplay, Dogville, or the beautifully shot Uzak, from Turkey, are favored to win the Palme d'Or. But nothing is universally liked, and when Van Sant's Elephant wins, the reaction is mixed at best.

Then, all of a sudden, everything comes down. The city empties, and locals and beachgoers are left scratching their heads at the flurry and frenzy that whirls through town during the festival. The massive temple to film, the Palais, turns from a bustling market to a cavernous maze. Stragglers sit in cafés and rehash the films they've seen or missed, and consolidate their travel plans: on to San Tropez where the party continues, to some more distant destination or home. The hotels change from billboards to stately buildings, and Cannes is once again the restful resort town -- until next year.