Winchester lies cradled gently between the Blue Ridge and Allegheny mountains, serenely confident of its place in history. All of which makes for a quiet town -- except during the Shenandoah Apple Blossom Festival.

The 56th annual celebration is on this weekend, and Winchester (pop. 23,000) will explode with 250,000 people expected to come party at its country-style Mardi Gras.

There'll be a parade with 15,000 participants from 30 states, another parade showcasing firefighting equipment, a circus, a 10-kilometer race with world-class runners, a sports breakfast with Washington Redskin players Mark Moseley and Dexter Manley, an air show, band competitions, balls, dances, picnics and luncheons.

The firefighters' parade, Friday at 4:30, will feature more than 400 units of firefighting equipment and volunteer firefighters from seven states.

The 10K (6.2-mile) race begins Saturday at 11:30, with about 1,500 runners tackling a course that includes the main parade route. Among the competitors: Kenya's Michael Musyocki, the world record holder for the 10K; George Keim, of Waynesboro, Pennsylvania, the five-mile national masters record holder; and Terry Baker, of Hagerstown.

The Grand Feature Parade, following at 1:30, will offer 50 floats and 80 bands, making it the third-largest parade in the United States, according to the National Band Association.

Other highlights include: the coronation of Dana Lee Connors, daughter of actor Mike Connors, as Queen Shenandoah on Friday at 2; at least one performance each day by the Clyde Beatty-Cole Brothers circus; and an air show Sunday at 11 at the Winchester Airport.

In addition to Redskins Moseley and Manley, celebrities in attendance will include John James, who plays Jeff Colby on "Dynasty," serving as grand marshal; country singer Tommy Overstreet, as firefighters marshal; and James Sikking, who plays Lt. Howard Hunter on "Hill Street Blues."

If you're in the mood for something beyond all the hoopla, you'll also find a town that has seen its share of history. It was first a Shawnee Indian camping ground, then a settlement founded in 1732 by Pennsylvania Quakers and named Frederick Town, after the father of King George III. Twenty years later, the town was renamed Winchester, in honor of the ancient English capital.

In 1748, Thomas Lord Fairfax hired George Washington to survey Frederick County's land. Washington's office sits in central Winchester at the corner of Cork and Braddock streets, on the main route for the Grand Parade. Washington commanded Virginia militia when Winchester was a center of defense against Indian raids during the French and Indian Wars.

During the Civil War, Winchester changed hands 70 times as North and South jockeyed for position in the Shenandoah Valley. Confederate forces continually threatened supply lines for Union forces trying to reach Richmond. At the same time, the Union army struggled to prevent Confederate advances to the north. General Stonewall Jackson spent the winter of 1861-62 in a house at 415 North Braddock Street, just a few blocks north of Washington's office.

APPLE BLOSSOM SPECIAL -- Festival events run through Sunday. To reach Winchester: From the Beltway, take Route 7 or U.S. 50 west for about 70 miles, into the heart of town. For more information, call 703/662-3863; for tickets, 703/662-1660.