Leeds Castle floats in her marshy lake like a dream frightened by the first rays of the sun.

She -- for there's no doubt about Leeds Castle's gender -- looks at herself all day long in the blue waters of a lake that caresses her stone foundation. We left the main highway, 43 miles from London, four miles east of Maidstone, in Kent. The road curved through a clump of tall trees and there Leeds Castle was, rising from her islands as if to greet us.

Leeds Castle gives you the strange feeling that you've seen those stones before. Then you realize why. Leeds is the castle in all the tales of derring-do: The one where the maiden leaned longingly from the tower and bravely waved her handkerchief to her knight as he rode away to war. The castle where the king brought his young wife on their honeymoon to find love in an arranged marriage. The place where the dowager queen sits at her tapestry work while the young princes frolic in the bailey. The site of banquets of venison and roasted quail. And Leeds chapel is the place where promises are made to kept against death and dishonor.

Leeds has outer bastions, castellated ramparts, a portcullius that could swing down to cut off their heads, and a fine place for pouring hot liquids down to discourage invaders. But today it doesn't look like a grim fortress. Though it has a stern and formidable history, beginning in the ninth century, it was a queens' castle for so long that peace and pretty ways have settled on it like a soft patina.

We drove to Leeds with Stephen Ruddy, the representative of the Leeds Castle Foundation. The castle is used as a setting for seminars on medicine, and international diplomatic meetings. At one point peace talks between Moshe Dayan of Israel and Mohammed Ibrahim Kamel of Egypt were threatened by terrorists and moved to Leeds for safety.Its 60 rooms and 20 baths are generous accommodations.

Ruddy pointed out the several buildings: the gatehouse, the culmination of the defense wall built by Edward I; the Maiden's Tower; the new castle, rebuilt in 1822 on the Norman castle foundations and the site of a Jacobean manor house. The old castle, called the Gloriette was built first in wood in the ninth century, then in stone in 1130, remodeled by Edward I and his dearly beloved queen Eleanor of Castile in 1278, and again by Henry VIII who added the top floor to the Gloriette.

The Hon. Olive Lady Baillie, a Whitney heiress, bought the castle in 1926, restored it to perfection and lived here 48 years, longer than any other owner, until her death in 1974.

We drove across the drawbridge (now securely fastened down) and through the barbicon (the outer defense), the gate house and into the courtyard, called the bailey. The circular drive goes around to the great iron-bound door itself, guarded left and right by its tall towers.

Inside the front door, the foyer seemed surprisingly small. The window had a sturdy shutter with a peep hole cut in it, to see if the arrows might still be flying. Lady Baillie and the Butler

We were greeted by Albert Barrit, who is certainly recognizable as the butler from the play of the same name.He wore striped pants and a morning coat. His air is supremely confident and just a bit superior.

Obviously, he is a man at the top of his profession, knowing exactly how long to allow for sherry before the cook will protest that the steak is burning. Barrit (you could be a guest at Leeds for years before learning he had a first name) knows other things, perhaps everything.

He came to the castle not long after the Hon. Olive Lady Baillie bought it. He remembers the summers in the castle, the winters in the beach house in the Bahamas, the seasons in the townhouses in London. He's very discreet. Not from him will you hear of the silk sheets which always went along even on train trips. He will tell you that Lady Baillie didn't eat much herself, but liked to see her guests happy. Today, the elaborate kitchen even boasts a cappuccino machine installed by the fine Italian cooks John and Lucea Grandolfi who have cooked dinner for 380 and frequently make formal dinners for 38.

The Leeds Castle scrapbooks, the pride of Barrit, show the firm and sometimes flamboyant signatures of the great who were Lady Baillie's guests -- Edward VIII, then Prince of Wales, Field Marshal Montgomery, Princess Margaret, dukes and duchesses, ambassadors, ministers and MPs. During World War II, many of the war leaders met here to plan the protection of the channel ports against invasion. Later the castel was used for a time as a hospital.

Lady Baillie's friends have said she was "beautiful, intelligent, strong willed, yet shy -- and above all warmhearted." And, she was rich. Her great interest in life, after her children, and her dogs, was the castle.

She had the lake dredged, enlarged and embellished by landscape architect Russell Page (who is currently redoing the Victoria and Albert garden-quadrangle). He designed a six-acre duckery for the 37 varieties that she brought here. Australian Black Swans nest on the small islands. You can also see the Red-breasted goose, the Indian peacock and African cranes.The Woodland Garden blooms with 70,000 daffodils and uncounted narcissi and Japanese anemones.

Lady Baillie hired Stephen Boudin, the French decorator who worked with Jackie Kennedy on the White House, to oversee much of the restoration of the old castle and the remodeling of the 1822 building, including the installation of the paneling in the dining room, to form a backdrop for the exquisite royal Chinese porcelain collection. He also remodeled the library, once the small dining room, to make room for the extensive collection of leatherbound rarities on the shelves. A painting of Lady Baillie and her equally beautiful daughters hangs over the fireplace. Owen Little and John Fowler were among the architects who worked on the house.

Tea was promised, but first we went into the grand hall beyond the vestibule through three tall stone Gothic arches rising from a stone floor. A stone Romanesque Italian lion acts as protector for the hunting tapestries. This hall is not the immense space where all the minions would gather to toast the laird. I wasn't surprised to hear that Lady Baillie, a practical woman as well as a romantic one, had carved off a portion of the hall for a powder room and coat wardrobe. Another part of it, with an elaborate ceiling by John Fowler, is now the heraldry room, but once was the servants hall. Up the Stone Staircase

The stone stairway (replacing an earlier oak one which itself probably replaced a stone staircase) is immediately recognizable as the one where the heir, defending his rights, might swashbuckle down to kill the pretender.

We climbed the grand staircase to our room. It was actually a suite, two bedrooms. The link is the dressing room (and beyond it a marble bath). Our bed was a marvelous sight, festooned with rich embroidered hangings and a coverlet.

Before the fireplace was a deep green chaise; from the windows a splendid view of the rippling water and the golf course beyond.

We hurried down for tea in the library, set on a linen-covered table. The sandwiches were thin slices of bread, shavings of ham. Delectable. And the cake -- the best intentions couldn't resist it.

My husband could hardly wait to take pictures. We had been in England only two days and weren't prepared for the untiring English sun which seems never to want to set in July. The late afternoon light was still bright on the roses, which soften the sturdy stone battlements; "Lord Geoffrey-Lloyd [chairman of the foundation and an old and dear friend of Lady Baillie] says the roses really should be white, not this riotous red," Ruddy said.

The black swans, for which the castle is famous, swam by. One mother swan led a platoon of small cygnets. She had the air of a mother who couldn't think where the boy had gone. She sailed around, lifting her head and murmuring to the others. And then he came, full sail ahead, looking very much like he expected a pecking. The Drawing Rooms

We went inside for dinner in the handsome dining room with its large window looking east at the grassy slopes. After drinks in the library, we saw the yellow drawing room with a carpet made by the monks at a St. Petersburg monastery to celebrate the wedding of Catherine the Great. Perched on the walls was a pair of Japanese 18th century porcelain hawks. Over the door was a Chinese urn. Above the fireplace, flanked by more ceramic birds is the oil painting by Gianbattista Tiepolo, "Pulcinelli enjoying an alfresco meal."

The Thorpe Room, now used as a music room (with a television set hidden behind a too low screen), was designed in 1653 by Peter Mills. The rich paneling has pilasters garlanded with flowers and fruit. The doorway is counted especially magnificent. The room was taken from a house near Peterborough by Lady Baillie. J. F. Millet's Shepherdess hangs here.

The next morning we went with our guide Diana Ensoll to see the Gloriette. The two-story bridge between would have been a drawbridge in the early days to protect the inner defenses. If the outer castle fell, they would have retired to the Gloriette. Now the bridge is fixed.

The Gloriette, a name sometimes given to the royal apartments of a castle, is roughly circular, around a charming courtyard with a fountain. The inner courtyard walls are half-timbered with many small paned windows looking out from the inside.

Later, Joe Cooper, a carpenter who worked on the restoration of the castle, said this section of the castle was almost a ruin when Lady Baillie bought it. "The previous owner had used these rooms as the kitchens and the still room. Lady Baillie had to take down all the beams and put in steel beams and then install the carved beams over them. We saved all the wood from the old beams to make cupboards."

He remembers installing the fine circular staircase in the entry hall. "Lady Baillie had it brought over from France. But I do think it's a good Tudor oak staircase, perhaps shipped to France then and brought back now." At the top of the staircase stands a handsome crusader figure. "That decorator, Boudin, told me to cut it off. I said to him 'you can fire me if you will, but I won't do it.' Lady Baillie said I did right."

On the east is the queen's gallery, a wonderful beamed ceiling room with a late 15th-century folding table from the Durham Cathedral library, said to be the most important English table of its period to survive. On the walls are Brussels tapestries. The floor is tiled. A small wooden statue of St. George and the Dragon, an early Italian Renaissance work, stands on a table.

The 75-foot-long banqueting hall on the west has a fine big bay window added by Sir Henry Guilfor in 1512 for Henry VIII. On the walls is a magnificent carpet from 1600. Saint Barbara, a French medieval stone carving, stands before a window. A secret staircase behind a curtain leads upstairs. This room was used in the recent television production of Henry VIII. Next door is the queen's room with its fine medieval wall cupboard, an aumbry, an early 16th-century four poster bed and a Flemish oak wardrobe with carved heads. On the 17th-century table is the triptych by the Master of the Saint Ursula Legend who worked in Bruges during the turn of the 15th and 16th century. Flowers are usually set here in the deep windows overlooking the lake.

Next door is a simpler maid of honor's room. The conical chimney, carved of stone, and the quarterfoil window are very handsome. Behind the Tudor bed is a fine Flemish late-15th-century tapestry.

The chapel was recently reconsecrated. For centuries chants were heard here for Queen Eleanor and the other queenly owners who followed her The early 16th-century wooden panels rich with gold-leafed gilding, were made in Ulm. The altarpiece is from 14th-century Florence. The Carpenter's Tale

Upstairs in what once was the billard room, now the conference hall, are some of Lady Baillie's fine impressionist paintings: Camille Pissarro's View of Rouen, Eugene Boudin's beach scene, Henri Fantin-Latour's still life. Also on the second floor is Lady Baillie's two-room suite kept just as she left it, but used by Princess Alexandria when she came to dedicate the chapel. Across the way is Henry VIII's bedroom, now used by Lord Geoffrey-Lloyd when he comes down to the castle.

Of all the people who have worked in the castle, Joe Cooper, the carpenter has been there the longest. He remembers the days of the previous owners when water had to be pumped up to the upper floors for the bathrooms.

Joe Cooper is a sturdy, no-nonsense man with capable hands. He stopped to count how long he'd been a carpenter at Leeds Castle. "I think since 1912. But I think perhaps I've worked here before.

"When I came back after the war there was a time when work stopped. Materials hadn't arrived, or money ran out. Some such. So I had no work. And I was worried about it. One night I dreamed I was a young boy at the castle with my father. He told me to wait on the stair. I did and amused myself with rolling a penny. The penny rolled into the crack under the dado. When my father came, he said, 'leave it, you can't get it out.'

"The next morning, I remembered my dream. My father had certainly worked at the castle, but the dream, as far as I knew had never happened. In the first place, I'd certainly never had a whole penny to myself. But the morning after the dream, the foreman sent for me and said there was work again.

"When I came to the castle, the first thing he told me to do was to take off the dado I dreamed about. And sure enough, there was my penny, George III, dated 1779."