Whether you're after a fall escape to the open countryside, a breath of history, a stroll down leaf-strewn, red- brick sidewalks nuzzling handsome Federal and Victorian houses, a peek into intriguing antique shops or a homecooked twilight meal in front of a blazing stone fireplace -- New Market has it all.

I'm referring to New Market, Maryland, a sliver of the 18th century near Hyattstown, not to be confused with the other Maryland Newmarket on the Western Shore, or Virginia's version, also strong on history.

The drive to New Market sets the mood: It requires a bare 40 minutes once you jump off the Beltway onto I-270 north, and winds through rolling hills dotted with farms, clusters of cows and some pleasant surprises.

At one point the road dips into a peaceful pocket of towering 19th-century houses. Later a church drifts into view, headstones askew in the cemetery. A lazy turn here, a sharp one there and soon a neat wooden marker in a field announces "New Market, 1793."

As you follow the sign's pointing hands to free parking areas, history lies all around. Town lore includes the story of how, late one October night in 1862, dashing young Confederate general J.E.B. Stuart roused the ladies of the Cockey household and paid them his compliments as he sat beneath their window on horseback.

New Market's past has adventure as well as romance. The town was laid out in 1793 by Nicholas Hall and William Plummer along the National Pike between Baltimore and Frederick. Pioneers heading for Ohio found it a handy stopover for lodging, food and wagon repairs. Whiskey cost 5 cents a glass then, a night's lodging 25 cents. Herdsmen on their way to the Baltimore markets found the barns and pens behind the hotels and taverns lining Main Street a perfect resting spot for their animals.

For Civil War buffs, on Main Street there's a marker that reads: "This area was patrolled by Confederate troops under the command of Gen. Fitz Hugh Lee at the time of Gen. Robert E. Lee's invasion of Maryland in September 1862." And "Gen. J.E.B. Stuart and his Confederate cavalry passed through New Market on return from their raid in Pennsylvania."

Historic preservationists may know that in 1975, New Market was entered in the National Register as an historic district, and it's also a registered state landmark.

But New Market's main draw is history for sale. The town proudly calls itself the "Antiques Capital of Maryland." Since Stoll D. Kemp opened the first antique shop in New Market on July 4, 1936, more than 40 shops have sprung up along a half-mile stretch of Main Street.

Some shops specialize, some don't, but there's lots of variety. Visitors can find everything from cribs, cradles, chair caning and clocks to pewter, pottery, postcards and prints. There are dolls and trains, helmets and canes; not to mention rugs and tools, silver and jewels. Also glass, lamps, tables and chests -- the list goes on.

Since practically every other house along the half-mile historic district is a shop, exploring is easy. Amble up one side of Main Street, cross and stroll down the other side. Start crisscrossing, and confusion sets in.

The local ANTIQUE DEALER ASSOCIATION BROCHURE lists all the shops, some with such names as Homespun, The Quiet Woman, Golden Fleece, Peace and Plenty and Country Squire, along with their locations, specialties, hours and telephone numbers. It's free, so drop in the first shop you come to and pick up a brochure. Without it, you may miss shops worth seeing. For example, Comus Antiques, Grampa's Treasures and Shaw's of New Market are tucked down sidestreets, called alleys here.

Most shops are open Saturday and Sunday, but Monday through Friday is another story. The brochure notes each shop's weekend hours (they vary), and alerts visitors to shops that have an "Appointment Only" policy; are "Closed Mondays"; or open "Weekdays by Chance."

Shop rules are posted prominently on the doors. Most common:"No Food. No Drinks. No Pets. No Strollers." One sign adds:"No Whistling."

The brochure also points out parking and restroom locations (behind the Volunteer Fire Company), and pinpoints the three spots in town to grab a bite to eat.

If you're interested in tracing your Scottish roots, the THISTLE SHOP is a must. This handsome, restored building began life as a hotel in the 1800s, became a post office and today is a shop owned by Isabella Kindness, who certainly lives up to her name. "Although at times," she admits, "it is a bit hard."

The crisp Scottish accents of the Kindness clan float through the shop's bright, airy rooms filled with exquisite Scottish imports made by 200 crafts people. Need help unraveling the mystery of the tartans? "There are over 600 tartan patterns, and almost all of them are different," Kindness says. "There are Modern, Ancient and Weathered colors." The tie-maker she orders the shop's ties from deals only in ties, she says. They're $10 each.

The Kindness family came to New Market nine years ago, and now live above the shop. Two adjoining rooms on the first floor in the rear of the shop have been converted into a cozy law office for Mr. Kindness, graced by mellow woods, a large stone fireplace, a spinning wheel, airy windows and a door opening out onto a sunny courtyard. (City lawyers, don't peek; you'll weep.)

Enjoy the courtyard as you duck out to see their jolly, red CHRISTMAS SHOP, tucked behind the main shop. It's a Santa's bag-full of ornaments from Germany and China, and clever treetrims, including Santa himself in jogging gear.

Shutterbugs can snap away in front of the STRAWBERRY INN, next to Strawberry Alley. The inn has room for only a few guests, but thanks to the efforts of Jane and Ed Rossig, has a "big" reputation, in part for its breakfast tray, laden with fresh fruit, warm, baked buns and steamy hot drinks set outside guests' doors. Lewis Perdue, in Country Inns of Maryland, Virginia and West Virginia, caled the Strawberry Inn "the most special one we visited."

Another place to visit is SULLIVAN'S ANTIQUES, a treasures- in-the-attic kind of place. Mr. Sullivan peppers his conversation with stories as he rambles through the rooms with you: "I was the first man to write a thesis on color slides -- even got a letter from the man who came up with the idea." And then there's the story of how his grandfather, General Sullivan, started St. Patrick's Day in the U.S. by order of General Washington.

Across the street from Sullivan's at THE KLACKNERS, shopowner Letitia Klackner (formerly of Middleburg, Virginia), specializes in country furniture but finds time to chat about the antique business in New Market. A past president of the local Antique Dealer Association, Klackner says she "loves to work with young couples just starting out in antiquing."

THOMAS' ANTIQUES also specializes. Here you can roam through room after room of furniture and brass, collected by Tom Thomas, current president of the association. He has brass ducks and a variety of increasingly popular copper weathervanes.

Check out the back room of the GOLDEN FLEECE if you've got a yen for a custom-made braided wool rug. They're so attractive, you might decide to whip one up yourself. Don't know how? Don't worry. Lessons start every week.

For bibliophiles who love the whiff of musty books, nothing could be more pleasing than stepping into THE BOOK SHOP, where neat rows of books sleep on shelves in cases lining the walls, waiting to be touched and taken home.

Before you head home, take some time to visit the red barn down Seventh Alley called SHAW'S OF NEW MARKET, which carries reproductions and where a note tacked above a mirror just inside the door, solemnly advises: "You may be looking at the oldest thing in the store." TO GET THERE From the Beltway, take I-270 north to Maryland Route 109 toward Hyattstown, then take Maryland Route 355 north. Shortly after, turn right on Maryland Route 75 (sign says New Market). After 41/2 miles, Maryland Route 80 and Maryland Route 75 join together and you'll travel west for one-tenth of a mile. Then turn right at Wilcom's Inn and follow 75 as it turns north again. Pass through Monrovia, and continue on 75 as it passes over I-70. Take the next left onto 144 and follow the New Market sign to East Main Street. NEW MARKET NIBBLES VILLAGE TEA ROOM. It's nice but not fancy, with one room, six tables, hanging plants in the windows. Order at the counter sandwiches, soups, desserts and drinks, which come paper-plate-and-plastic-cup-style. Great for takeouts, especially if you forgot to pack a picnic, the kids are restless and you'd like to soak up some fall sun. MEALEY'S FINE FOOD. Built as a hotel in 1800, this three- story Georgian brick building has been in the Mealey family for more than 60 years. It's a cozy place to eat: Candles flicker on tables scattered about a large room, under baskets of dried flowers hanging from the wood-beamed ceiling. Wooden, brick and white-plaster walls are randomly decked with pictures and glimmering lamps. To top it off, a warm fire glows in the great stone fireplace. Mealey's offers both lunch and dinner. Dinner for two included relish tray, cheese and crackers, salad, crab cakes (very good and recommended by the local folk, as is the chicken), green beans, scalloped potatoes, delicate and light fritters, a half-bottle of domestic wine and tea and coffee and cost $24. Lunch is cheaper. METZ COUNTRY STORE. Strictly old-fashioned, this place is a bit on the dim side, but the creaky floors and walls lined with shelves of canned goods do bring back memories. There are Coke machines, munchies and a couple of tables stuck in the back if you feel the need to plop down.