"Up from the meadows rich with corn . . . the clustered spires of Frederick stand, green-walled by the hills of Maryland," or so John Greenleaf Whittier described Frederick in the ballad Babara Frietchie. Actually, the hills look a little brown and alien in early spring, when the grass is already greening up in the valley. And on Route 85, the southern approach to Frederick, a hotel chain has made its mark, along with mobile-home camps. Still, it remains a quaint small town, and there a signs of that, too, on the road: "Now in stock for graduation -- Lane cedar chests." Here is a place where hope chests sell.

One-way streets weave through Frederick, past clapboard row houses and colonial-era homes or Victorian-style buildings with a little history behind them. Frederick isn't a tourist town by any means, but it has its attractions for the wanderer or the history buff.

Court House Square was the scene of the first official repudiation of the British Stamp Act -- by 12 county judges, on November 23, 1765. The author of the Star Spangled Banner, Francis Scott Key, was born near here, and practiced law in Frederick before moving to Georgetown. A Chief Justice of the Supreme Court lived here, Key's brother-in-law, Roger Brooke Taney (pronounced "tawny").

As in many small northern towns along rail routes, Lincoln stopped here; and spoke from the platform of a departing train at the B&O station. A brief battle of the Civil War, the Monocacy, was fought three miles south of town.

And Barbara Fritchie, whos name Whittier added an e to, lived here on West Patrick Street, where, at age 96, she may or may not have waved the Stars and Stripes at Stonewall Jackson as he marched to Harpers Ferry. (Remember those lines of Whittier we all had to learn as schoolchildren: 'Shoot, if you must, this old gray head/but spare your country's flag,' she said . . . 'Who touches a hair of young gray head/dies like a dog! March on!' he said.)

When vistiors stop at a reconostruction of the house Barbara Fritchie lived in, Margaret Clary greets them at the door. She's 76, and she lived in the house, too, once, with her husband, back in the '50s. Slept downstairs and would roll up. the beds and cart them upstairs before tours started in the morning. "I feel like this is my second home," she said."They all call me Barbara Fritchie." She retells the legend fervently, and is not averse to a little hype.

"A man came in with his two little daughters and said, 'Mrs. Clary, would you mind if these little girls recited The Poem?' And they stood there at the foot of the stairs," she recelled, "and recited every word. They couldn't have been more than six or seven."

At least we know where Fritchie hung out, though there's little proof it was out the window for flag-waving. As for where in Frederick the young lawyer Francis Scott Key lived, his biographer, Edward S. Delaplaine, said, "It's right hard to pinpoint that. When they just rent, you don't have any record it. He no doubt had an office here, and Taney had an office here.

"Once every two or three years somebody comes by and says Key had an office across from the courthouse. I've never found any evidence at all of it."

What about other local historic figures, like Barbara Fritchie? "Stonewall didn't go by her house," he said.

"People don't know about Roger Brooke Taney, who was Chief Justice of the United States. They all want to know about Barbara Fritchie.

"There's a good deal of the poetic license there," said Delaplaine, a retired judge himself.

Taney handed down the Dred Scott decision and administered the presidential oath to Lincoln. Taney's house, with slave quarters in the rear, still stands on South Bentz Street.

Both of these homes are within walking distance of the center of town. In all, the downtown historic district takes up 33 blocks. You can park near the Tourist Center on Church Street, and go in and pick up brochures. Or take a guided walk on the old brick sidewalks of downtown; the tour leaves the Tourist Center Saturdays, Sundays and holidays at 2. (It costs $1.50; free for those 12 or under.)

Across the street, stop in at the Historical Society of Frederick County to see old toys, old tools and Indian artifacts, or search for descendants in the genalogical library upstairs. (Weekend hours are 9 to 4 Saturdays, 1 to 5 Sundays.)

Around the corner on Market Street are clustered a number of small restaurants. There's Kyoko's, a Japanese-style restaurant that serves spring rolls, teriyaki and what one aide in the tourist office called "the best hamburger in town." There's the Downtowner, where a good cup of coffee costs 25 cents, and El Azteca Cafe, Chez Maggy and others. But you'd better bring a picnic if you're visiting on Sunday: most of them are closed then.

At the north end of twon, another local dignitary lived: Thomas Johnson, first governor of Maryland. He retired to his daughter and son-in-law's home, Rose Hill Manor. A high school named after him has grown up next door to it, and his home is now a children's museum -- the touch-and -play kind. In the parlor, colonial checkers are made from cross-sections of corn cobs. There's a quilting frame and a wool-and-flax exhibit where children learn to card wool or practice weaving on a loom. In the kitchen, kids churn butter, stuff sausage or chop food, 19th-century style. And every third Sunday of the month, through the summer, special activities like kite workshops and carriage shows are planned at the manor. There's carriage museum on thee grounds, and a farm museum opening up, and an herb garden in the back, where adults can learn to identify the many kinds of mint.

East of town, things are a little slow in Frederick Fairgrounds this time of year. But Saturdays from 8 to 2, a farmers' market is shoehorned into a large room in one of the buildings. In the homey atmosphere, rosy-cheeked toddlers meander, their vanilla ice cream cones dripping. Farmers sell sugar-cured country hams for $1.95 a pound and freshly homemade bread and pies; and on a recent weekend fresh pork shoulder was on special for 79 cents a pound.

On the west side of town, Baker Park is a place for picnics on warm spring days. But besides picnic shelters and tables, the 44-acre park has a carillon and a lake swimming with ducks.

Farther out is Schifferstadt, an early German farmhouse believed to be the oldest building still standing in Frederick. The sandstone walls measure 2 1/2 feet thick; its hand-hewn oak beams are pinned together with wooden pegs. A "jamb stove," one of three that were used to heat the house, is dated 1756, and inscribed in German with this materialistic slogan: "Where your treasure is, there is you heart." Hours are 10 to 2.

If you really want to see Frederick, see all of it from an overlook in Gambrill State Park, a few miles outside the city limits.From Schifferstadt, take U.S. 15 south to U.S. 40, and then go west, climbing into the hills. The overlook is on a loop road lined with picnic tables.

In the south part of town, on the campus of the Maryland School for the Deaf, are Hessian Barracks. Around 1777, two L-shaped buildings were put up, but only one remains. It housed prisoners from the battles of Saratoga, Trenton and Yorktown. In 1802, it was the departure point for the Lewis Clark expedition west, and in the Civil War it served as hospital. A museum now, it is expected to be open to the public sometime this summer. Rooms will depict the various uses of the barracks: a quarter master's kitchen, an artillery room, a field hospital room, a barracks room with bunks and a schoolroom showing early methods of teaching the deaf.

Two blocks south is the Mount Olivet cemetery. You can't miss it: Key's monument stands at the entrance, flanked by a flag that flies day and night.Barbara Fritchie was buried here, and so was Governor Johnson. In all, about 30,000 have been buried here -- just about the same number as the population of Frederick. Scattered throughout are graves of Union soldiers whose families had plots here; along with them, a row of graves of about 400 Confederate soldiers, killed in the battles of Monocacy and Antietam, borders one side of the cemetery.

When leaving Frederick, don't take the superhighway. Leave town on the Washington road, Route 355. (It becomes Wisconsin Avenue, eventually.)

And past the fork, you come across the Monocacy Battlefield. On July 9, 1864, in what's known as The Battle That Saved Washington General Jubal Early's troops were delayed here a day by troops under Union General Lew Wallace. Reports were that 1,200 Federals were killed or wounded and 700 Confederates. By the time Early got near Washington, it was too late: Union troops were in position. But before he left Frederick, he'd collected $200,000 ransom from the city for his promise not to burn it down. It wasn't until 1951 that the city was finally liberated -- when, 87 years later, it repaid the last of the money it had borrowed from the banks. 8

Continuing along Route 355, it's a pleasure to be out of the auto race on I-270 where the only slice of life to see is some fool in a white Mercedes who cuts in front.

Lining the country road home are tumble-down shacks and farmhouses undisturbed by commerce. No superhighway, no sidewalks: the dirt bike is king. A farm boy dreams of 4-H and Little League, steering his dirt bike around the muddy ruts and teasing the dog that rasps at its chain and barks. The road winds crinkum-crankum through small towns like Hyattstown and Urbana, where people look up from their porches, regarding the visitor with a dry curiosity.