Berryville Bargain Days will be in full swing this weekend in Virginia's Clarke County, that stretch of rolling green where Lord Fairfax set up court and George Washington set up as a surveyor.

It's not a very trendy name for a festival, but Bargain Days tells something about Clarke County and why people like it there: It hasn't gotten "cute" yet. Berryville, population 1,715, is Middleburg before it became fashionable, and Winchester before the shopping centers moved in.

Bargain Days, which started as old- fashioned boosterism, is just what it says -- merchants are marking down their wares this Friday and Saturday, 10 to 5 -- as well as a celebration of country life and local talent. Saturday afternoon is when the funnel cakes and fried chicken will be sizzling at the Smithy property on Main Street, and Sally Neff's dancers will be performing on the lawn.

There'll be a troubadour singing his way through the crowd, country music on the outdoor stage, rides in antique cars, crafts at the "Berry Patch," an art exhibit and a parade of the kindergarten class. More than a hundred pieces of needlework -- quilts, lace, rugs, knitting and crochet work -- will be on display (and some for sale) at the American Legion building where those crafts will also be demonstrated. In the American Legion basement the Boy Scouts will entertain children with games so that parents are free to browse.

But before the entertainment gets under way in Berryville, spend some time exploring the surrounding county. Although Clarke has long kept a low tourist profile, the county has recently published a brochure with map and self-guided tour to welcome visitors.

In 1746, Thomas, sixth Lord Fairfax, settled on his nearly 5.2 million acres of wilderness in the Northern Neck of Viginia. To chart his vast holdings he brought in surveyors -- among them 16-year-old George Washington.

Washington arrived in Clarke County in 1748 on nearly the same route we take today -- over the Blue Ridge Mountains at Ashby Gap, on an elk and buffalo path turned Indian trail, turned colonial road and, eventually, U.S. 50.

Traveling west on U.S. 50, 3.8 miles past the Shenandoah River, you'll come to the arboreteum at Blandy Farm on the south side of the highway. Blandy's 700 acres were originally part of an estate called "The Tuleyries" built by Col. Joseph Tuley in 1833 with the fortune his father, Joseph Tuley Sr., made in his tanning business in nearby Millwood.

Follow the signs to the lovely brick buildings that probably housed the estate's servants, and pick up both the Clarke County map and Blandy's own brochure with its self-guided tour. The grounds contain hundreds of trees, plants and shrubs, all marked for identification, including 72 varieties of boxwood -- the largest collection in the country. It's free.

White Post, where Lord Fairfax's Greenway Court was located, is your next stop. For the scenic route, ask the Blandy guide to direct you to Virginia Route 628 off the south side of the farm. You'll know you're in White Post when you see a white, 11-foot octagonal post with a lantern on top rising out of the pavement like a landlocked lighthouse. The post was erected at the behest of Lord Fairfax, and White Post residents like to believe that George Washington put it there himself.

The remaining stone buildings at Greenway Court (one mile south of the post), including an office used by Washington, are not open to the public. But at 3:30 this Saturday, Billy Thompson's White Post Restoration -- one of the largest antique-car restoration shops in the country -- will open for a free public tour. You'll get a look at what Thompson says is the world's most expensive privately owned automobile -- a cherry-red 1934 Mercedes-Benz 500K Cabriolet A (one of a limited edition of five) owned by hotel magnate J. Willard Marriott.

Next stop is Millwood (north on U.S. 340, then east on U.S. 50 and follow the Millwood signs), a thriving community in the days before the Midwest began to dominate wheat production and before rail transportation made shipping wheat on the Shenandoah River uneconomical.

In 1812 the combined counties of Clarke and Frederick boasted 75 grist mills, among them the Burwell-Morgan mill in Millwood, built between 1782 and 1785 by Hessian prisoners of war. The mill's 20-foot indoor wheel is the largest in the U.S. During your tour, miller John Kiley will open the mill race so you can see it turn. He'll also sell you a bag of cornmeal, which he grinds on Thursdays.

By the stream, where Tuley's tannery once stood, there are picnic tables. Across the street from the mill is Frank Lee's blacksmith shop where Lee demonstrates his craft and sells hand-wrought wares.

From Millwood, take Route 723 west past handsome Shiloh Baptist Church and the Love and Charity Cemetery, until you come to Boyce and the tiny Clarke County bank -- robbed six times since it opened in 1926. Each time the culprit has been apprehended within the hour, including last October when still another hapless felon had a go at it. Nearby Old Chapel, established in 1790, is the oldest church west of the Blue Ridge Mountains.

And then it's north on U.S. 340 to Berryville. Grace Episcopal Church (1833) where Gen. Robert E. Lee once attended services during the Civil War is worth seeing, as are the 1837 courthouse and Coiner's department store. In continuous operation since 1896, Coiner's still delivers customers' change in flying trolleys that zip through the air on a high wire.

After taking in Berryville, you might like to make one detour en route back to Washington. But, first, get some cold drinks and load up on funnel cakes and fried chicken. Then take Route 7, north of Berryville,east over the Blue Ridge Mountains. At Snicker's Gap take Route 601 north for 1.7 miles; park and follow the Appalachian Trail opening into the woods on your left. At the fork follow the blue markers to the left until you see the large rock formations overlooking the valley. It's a 15-minute walk. The largest, flattest rock, which has the best view of the valley and catches the most late-afternoon sun is the last one you come to. Break out the food, something cold to drink, and enjoy. CLARKE COUNTY COUNTRY BERRYVILLE BARGAIN DAYS -- This Friday and Saturday. Merchant markdowns both days, 10 to 5. Entertainment, food and games on Saturday afternoon. Go west on U.S. 50 past Middleburg to Virginia Secondary Highway 723, then north through Millwood and join U.S. 340 north to Berryville. WHITE POST RESTORATION -- Call 703/837- 1140 to reserve a place on this Saturday's tour at 3:30. Weekday tours for groups and individuals can also be arranged by calling Billy Thompson. GETTING AROUND -- Copies of the Clarke County brochure with map and self-guided tour information, are available at the Burwell-Morgan Mill and at Berryville shops.