May and October are God's gifts to convertible owners, prime top-down crusing seasons, and such gifts are by way of being commandments. Even if you're shackled to a sedan, the open road calls like the promised land.

From a headquarters in the Wayside Inn of Middletown, Virginia, you can loop through the Shenandoah Valley in a series of day-long or even afternoon-long jaunts before the air turns hot and thick, and makes you yearn for air-conditioned urbanity.

Middletown is about 80 miles from the western side of the Beltway.There are several obvious routes, but for the sheer pleasure of driving, take U.S. 50. Though it narrows to two lanes at times, it's scrupulously maintained, and as fast a country flattop as could be desired.

Robert Frost would have loved Route 50: The gray stone walls of good neighborhood range alongside the road and up the hollows like the last Confederate formations. They have the set-shouldered look of sentinels; the zig-zag split-rails seen flighty and childish by comparison.

The phantoms are even thicker around Middleburg, where the houses have a poise and grace that owe nothing to this century. The Red Fox Inn, on U.S. 50 in the middle of town, is almost half a century older than the Republic.It's seen plenty of soldiers in its lifetime, and in 1883 it housed a meeting between J.E.B. Stuart, the Confederacy's flamboyant and high-minded cavalier, and his more pragmatic follower Mosby, the Gray Ghost.

Seventy-five years later, then-senator John F. Kendy gathered the press in the upper room to announce his presidential candidacy. Kennedy, of course, did not wear a plume in his hat, but Middleburg has managed to maintain its associations with the horsey set: Green, shaded and with the smell of good horses and leather on the edge of the wind.

Middleburg is approximately halfway to Middletown. Thereafter the highway flattens out as small-town variations segue into one another -- Upperville, Ashby's Gap, White Post -- some so small they need only signposts. This is scenery of a more primitive wash: The spare grass burns easily; the barns are rheumy gray with age. Even the sunlight is thinner, unweighted by the green and brick of hunt country. This is America's real Everytown, the anonymous junctions that invented the rites of passage.

Middletown, when you are suddenly are in it, sits so close to U.S. 11 that it seems to have been built as parallel lines. The Wayside Inn is a microcosm of the area's haphazard amalgamation, its front porch strewn with rocking chairs and a kind of Christmas tree of unpended wine bottles on a concial rack.

The inn, built in 1797 and restored by Washington lawyer Leo Bernstein in the 1960s, sprawls from room to room in haphazard comfort, crowded with old mahogany and frail brocade.Over their aged wallpaper, the dining rooms are hung with dozens of hunting prints (none of the horses has its feet on the ground) and a couple of oil portraits of beloved Percherons.

George and Martha Washington, in 24-inch-tall china, guard the stairway to small but spanking clean rooms, furnished with old pieces of assorted quality. The bathrooms are very modern, and can be very pink. There is only one television set in the inn, hidden back in the farthest bar, but a radio station operates out of a booth off the lobby, and can be seen through a glass partition.

The Wayside Inn menu leans to a few old standbys, served plentifully: peanut soup (so thick it's like melted peanut butter), country ham, duck, prime rib and a delicious fried boneless rabbit. Entrees range gradually up to about $10. Vegetables are served family-style (in a bowl to be passed); do not miss the spoonbread, which is absolutely first-class.

There are three things to see in Middletown: The Wayside Theater, antiques and Belle Grove. The Wayside Theater, just a few doors down from the inn, has only a summer season. The antiques are easy -- just look for signs. There are plenty of little shops, some really collections grouped improvisationally in back rooms. There are also several curio and jewelry shops that stock everything from Art Deco cigarette cases to African trading beads and old-fashioned crimping irons.

Belle Grove is a National Trust for Historic Preservation property about a mile south of Middletown, a somewhat stolid limestone home built in 1794. The design is said to have been influenced by Jefferson, although that's only visible inside, if at all.

Belle Grove was Sheridan's headquarters during the War Between the States, and the 6,000-casualty Battle of Cedar Creek was fought all around it. Nowadays, Belle Grove is used for various folk-art exhibits and festivals throughout the year. In summer, during Farm Craft Days, musicians, weavers and quilters ply their trades in the old fashion. There is also an old-style Christmas celebration, and the gift shop underneath the house is open year-round.

From Middletown, one can drive in short spurts south to Washington, Virginia, for dinner at the inn there; go exploring and antiquing in Luray and Front Royal, or simply drive for pleasure through the Shenandoah National Park. (The park has its own restaurants, camping facilities, riding stables, etc. for the more leisurely visit.)

Quite a lot has been written about the quality of the food at the Inn at Little Washington, but just remember these little tidbits -- kiwi fruit and country ham, sweet mussels and tomatoes and green peppers, poached sweetbreads with French mustard sauce, homemade white chocolate ice cream with bittersweet hot sauce.

In the opposite direction, about an hour from Middletown heading toward Frederick, is Harpers Ferry, West Virginia. Facing into the juncture of the Potomac and Shenandoah rivers, Harpers Ferry is partly a historical restoration and partly a living town. There's a wax museum commemorating the insurrection and execution of radical abolitionist John Brown, but as always the ghosts along the blackened train bridge are more eloquent.

Atop the hill overlooking the town is a medium-sized and quite beautiful stone church, under restoration, and Harper House, built in his later, prosperous years by the Robert Harper who founded the ferry in 1747. From Jefferson Rock, a huge, balanced boulder, one can see what Thomas Jefferson called the "stupendous" confluence of the rivers. On the sides of the hill, down through the town, are jewelry and souvenir stores and a miniature train museum.

From Harpers Ferry it's an easy spin back to Washington, either on Route 7 or past Frederick on Interstate 270. Ah, city life -- it's just like the inside of a sedan.