FROM HERE, ANNAPOLIS is best reached by car. After you reach it, though, the car is best parked as quickly as possible and forgotten, maybe even put up for sale. Because there is really only one way to sample the historic, quaint and quirky environs, the Naval Academy lore and the overall harborside lure of Maryland's little state capital -- and that's on foot.

As in, walking around.

If you want to be comfortable, wear sneakers. If you want to be comfortable and fit in, wear deck shoes. (These also will help if your walk takes you aboard the deck of a boat, which happens a lot around Annapolis. And if you don't own a boat, you can always rent one. The same is not true of deck shoes.)

Either way, on most warm-weather weekends nowadays, you'll run into crowds. This city of 37,000 is one-third state capital, one- third Washington-Baltimore suburb, one-third open-air museum and, from March nearly through November, three-thirds Chesapeake Bay playground. It fills up fast -- and stays that way till Sunday evening -- with large portions of the following:

* Daytripping, T-shirted couples and families from Washington, Baltimore and points between. (That's us. Is there film in the camera?) They come for the walking tours, the Bay cruises, the restaurants and the semi-funky, historic-patchwork charm of the town. Approximately half of this group eventually moves to Annapolis, if the last 15 years are any guide; the other half takes pictures and makes wishes.

* Tanned, healthy-looking people who are either too well-off, too old, too scared of the Bay Bridge or -- well, too tanned to continue out U.S. 50 to Rehoboth or Ocean City. Many of these folks have no trouble parking downtown -- because they park in some reserved yacht-club or hotel lot or other. Or at their homes, which overlook the Chesapeake or Spa Creek or the Severn River or something else equally depressing to the rest of us.

* Boaters who arrive -- from such exotic home ports as Miami, Grand Bahamas and Neptune, N.J. -- at Annapolis' hub- like City Dock for equal parts sunning, showing off and stocking up. Some stop by just for ice, and then loll for hours at dockside, presumably until they round up a sufficient number of envious looks. Others anchor out in the harbor (making passage through it a sort of Pac-Man-meets-the-Vikings game) and then dinghy in for food and drink -- although most of the women seen lounging on local foredecks appear not to have touched anything but salad and soda water for years.

* Midshipmen (including women midshipmen, as they are called, who are issued different hats than the men and seem to get better haircuts), briefly away from the ever-imposing Yard for a pizza or a stroll, or just to see how the other half (i.e. those of us who don't generally polish our buttons and rarely march in formation) lives.

* Longtime Annapolitans (who reveal themselves when they say "All right," which comes out "Ahh-ite"), whose homes may be worth 10 times what they were in 1960 but who still miss the day when you could park downtown on a Saturday and dash into the G.C. Murphy at the foot of Main Street. Now there's a souvenir-and-sundries shop called Goodies on that corner, and upstairs, where the crab house used to be, is a chic new pastel-and-palm cafe called Key West Shipping Co., where you can sit on a sunny day and feel like you've stumbled into one of those filtered-sunlight scenes from "Miami Vice."

* People who use the word "party" as a verb. You hear this everywhere in Annapolis ("So, you guys partying today or what?"), especially in summer and most loudly at night. Partyers are likely to come from any or all of the groups already mentioned, but most of them seem to be waiters and waitresses.

For a better lok at everyone, in any case, you have to get out of the car. The three best places to abandon your vehicle -- while it is stopped, presumably, and in a legal space -- are the huge lot at the Navy-Marine Corps Stadium lot, which is free (and downtown is a 15-minute walk or a 60-cent shuttle ride away); the well- hidden Noah Hillman city garage downtown (at Main and Conduit streets), which is $5 a day and usually full throughout the weekend; and the free visitors' lot reached through Gate 1 of the Naval Academy.

Otherwise you're on your own, which usually means a residential street many blocks from downtown, or a precious metered spot near the City Dock -- at which anybody staying more than two hours will almost always get a $5 to $10 ticket. SITTING BY THE DOCK OF THE CITY

"It's payable by mail," parking enforcement officer Pat Adkins tells a shirtless young Pennsylvania driver who parked his Pontiac in front of the dreaded Red Curb. "You don't have to appear in court or anything. Just sendit in."

After the driver is gently admonished -- please move your car now, and by the way that meter you've been feeding belongs to the Chevy over there -- Adkins briefly puts away her pen. She admits to having plenty to do on a typical Saturday in downtown Annapolis, going through at least one book of 25 tickets in an afternoon.

"It gets crowded, yes," she says. "But I like it here in Annapolis." Adkins is from Glen Burnie, but says she's moving soon to an apartment out West Street. "And then," she smiles, "I can park my car in the apartment complex and walk to work."

Some walk and others drive to City Dock, with its cluster of seafood-heavy restaurants, bars, specialty shops, Bay cruise stops and the forgettable food stands of Market House. Still others, however, neither walk nor drive.

Murray Sonstein is from Philadelphia, where he owns a heavy equipment company. His tan, however, is local; he usually spends several weeks a year on the Chesapeake, mostly in the spring and late summer. Today, he's laying back ("Just bumming for a couple of days with a buddy"), hands folded behind his head, on a hammock suspended between the masts of his 34-foot fiberglass sailboat moored at the City Dock.

"It's true, the town's gotten really commercialized recently," says Sonstein, his hands still cradling his head. "I remember when I first started coming here, in '73, '74, I paid $7 to dock here. Yesterday I paid $27.50 for this space."

He stretches. Squints into the sun. He does not seem terribly upset.

"Nah," he says. "It's okay. Being out on the water, around the Bay, is the best thing in the world. I didn't give this boat its name for nothing."

The name on Sonstein's boat: "Hydrotherapy." ACROSS THE BRIDGE

Generous portions of Annapolis' yachting trade and related services are based just over the Eastport Bridge, which spans Spa Creek just beyond the Hilton and the Annapolis Yacht Club, as are most of the city's commercial fishing businesses. As are quite a few of Annapolis' newest homes and more noticeable condominiums, which line the shore of Spa Creek opposite downtown Annapolis.

As are also some of Annapolis' most veteran homeowners -- like Albert P. Johnson, for instance, whom you may run into if you take a walk through Eastport, Annapolis' latest Transition Village. Johnson'll probably be out in the garden, which is where he is today.

"Yeah, there's been a lot of changes around," says Johnson, 69, who bought his corner lot and its small, well-tended house in 1954, for about $14,000. "I was most recently offered $105,000 for it, but, you know -- I'm not ready to move. I'm not ready to live in one of those senior citizens' homes yet, myself. Plus I got the garden. There's always something to do around here."

Down at the corner, a shopkeeper dabs Sears' Best on the door of his new deli.

"Used to be a pool hall," says Johnson, who was in the Navy when he first came to Annapolis, where he met the woman he married. "They did a nice job on it." A FEW THINGS ANNAPOLIS IS

1. Yacht City. This explains a lot of the designer tans you'll be seeing downtown, but actually, Annapolis isn't quite as stiff or caste-conscious as, say, Newport, R.I. There seem to be a lot of sailors around who dress like bums, studiously, and give their boats such ingenuous names as "Weekend Warrior," or, as it says on the back of the 35-footer moored next to the Eastport Bridge: "Fun."

In any case, Annapolis nowadays is the place for: those who live to win races, those who don't race but live to show, and those Washingtonians, Philadelphians, Baltimoreans and others who just like to push off the day-to-day world (or dream about it) from a port that is centrally located (both land-tremely pretty. Which is another thing Annapolis is:

2. Pretty. Yes, that's the word -- and we're not even counting the breathtaking Naval Academy grounds (all 329 acres dominating the northern bayfront and Severn River frontage), nor the view from City Dock past a sea of masts, riggings and Eastport condos, across the mouth of the harbor into the Chesapeake itself. Just stand on firm ground and look at the skyline, such as it is.

What saves this town, in part, from the ever-spreading Acquired Boutique Syndrome is that nearly the entire downtown historic district is a registered National Historic Landmark -- narrow streets, tiny alleys, freshly painted 200-year-old clapboard and all. Many of the colonial and 19th-century homes, storefronts and government buildings have been meticulously restored, or at least gussied up, and some of the most impressive are included on various guided tours sponsored by Historic Annapolis Inc., the 25- year-old preservationist coalition responsible in large part for the city's current authentic colonial charm. Which brings us to another something Annapolis is:

3. Historic. Annapolis, founded on the tobacco and slave trade of the 1600s but inevitably overshadowed by Baltimore as a major national port, nonetheless has a rich history -- and that's rich, as in varied, as well as rich, as in rich. Start at the wooden-domed 206-year-old Maryland State House atop one of the town's two original circles (the baroque street plan, wherein the main streets radiate from "spokes" a la L'Enfant's Washington, D.C., hasn't changed much since 1695). From the State House, which briefly served as the U.S. Capitol from 1783 to 1784 and is the country's oldest in continuous use, it's a short walk to three of the city's most well-known Georgian mansions, all of which also contain museums:

There's the Chase-Lloyd House, begun in 1769 by Samuel Chase, a Maryland lawyer and signer of the Declaration of Independence; the Hammond-Harwood House across the street, a museum of 18th-century furnishing and paintings; and the William Paca House, with its huge (but hidden), meticulously reconstructed garden (once the site of a 200-room hotel, and -- until Historic Annapolis Inc. focused its microscope on it back in the mid-'60s -- the proposed site of a high-rise).

The University of Maryland, in a tandem project with Historic Annapolis these last four years, also sponsors ongoing archeological digs; there's one going right now at Shiplap House, just up Pinkney Street from City Dock. The wooden-plank house, owned variously by a sawyer, a shipbuilder, a cabinetmaker and an artist, was built in 1713 -- and the T-shirted folks digging in the side yard of what is now a private home will give a show-and-tell tour of the site to anyone who asks (and who doesn't ask; all you have to do is walk by slowly).

The other thing Annapolis is, and is probably best known as: home of the U.S. Naval Academy. And though the Academy is linked in many ways to the town whose ever-valuable waterfront it shares, it really is a section -- of Annapolis, and of this guide -- unto itself. THE NAVAL ACADEMY

The place was meant to be inspiring. And 140 years after Secretary of the Navy George Bancroft opened the first U.S. Naval School, with its seven professors and 50 midshipmen on the grounds of what had been Fort Severn, the U.S. Naval Academy inspires plenty. Most of it is awe, and not just in the thousands of midshipmen you'll find here come September.

There's just something about the place.

Leave City Dock in a small motorboat on a warm night, for instance, and head north, toward the Severn. As you skirt the academy's rock seawall, you notice the practice fields awash in light -- and dense with plebes, the lowest and most attrition-prone form of academy life, their unadorned white-uniformed ranks being drilled and marched in formation by lean, sharp-voiced instructors. The plebes arrive in July -- the better to learn how to live with the high pressure and organized humiliation of the year to come.

You look at your watch; it's 11:15 p.m.

Your natural inclination is to imagine what you'd feel like in one of those white suits. Then you also notice several plebes marching on crutches.

Georgetown University it's not.

You might wonder aloud later about this, the academy's aura of mystical, deep-rooted rigor -- while you're aboard, say, an entirely rigor-less sightseeing cruise with a former Navy training officer and his Naval Academy professor wife. In which case you may gain some perspective.

"There's just so much about the academy that's below the surface, kind of left unsaid," says Jim Pandzik, who with his wife Janet (she teaches midshipmen leadership) just moved to Annapolis from Jacksonville. "Like the mast of the Maine there," he says, pointing to the historic mast salvaged from the sunken battleship and planted in the ground where the Academy land juts out to separate Annapolis' harbor from the Severn River. A catwalk near the top of the mast is twisted up almost parallel to the mast itself.

"That catwalk," Pandzik says softly, "was bent up by the force of the blast alone. And that's just an 'Oh, by the way' sort of thing at the academy."

The plebes probably can sense this submerged, compelling power through the thick soles of their ever-shined shoes. The rest of us can catch hints of it throughout the Yard, as it's called, starting at the modest U.S.N.A. Museum in Preble Hall.

It's also in the air at the head of the broad central lawn leading down to the newer classroom buildings and the Severn beyond, where you'll find the cross-shaped, green-domed chapel -- with its stained-glass church-and-state affirmations and magnificent pipe organ upstairs, and its dark, eerie crypt downstairs. Here, within a circle of marble columns, velvet rope and a lone Marine guard, rests the ornate marble sarcophagus of John Paul Jones.

The academy's athletic heritage is transmitted in a quiet, cumulatively mesmerizing way to those who happen into the darkened, trophy-laden lobby of Halsey Field House, which isn't on the official academy walking tour and always seems abandoned. So much the better. If you want to see academy athletic prowess on display in a much brighter light and on a grander scale, visit the LeJeune Hall natatorium and physical education center, the academy's newest building, across the street.

If you want a glimpse -- and it is only a glimpse -- into how a midshipman lives, visit the sprawling, H-shaped Bancroft Hall, which houses the entire 4,400-member student brigade. The academy's guided tours, which originate at the Ricketts Hall visitors center, include a look at a sample of a midshipman's spartan quarters.

Beverly Hills it's not. MARYLAND IT IS

You may get the notion while you're in Annapolis -- after passing the big sign on the building under construction ("Coming Soon: Laura Ashley") and the little one in the bank window ("boat loans, 121/2 percent") -- that we might as well start calling it Alexandria, or Georgetown, or Annapolis 'n' Things. Calm down. Because possibly more than any tour of the State House or weekend of chic colonial room-and-board at the Maryland Inn, a simple breakfast at Chick & Ruth's Delly on Main Street will remind you that Annapolis is in Maryland -- rowdy, scrappy, often unlovely but always lovable Maryland.

Chick & Ruth's is painted neon yellow inside, with 7-Eleven orange accents, and there's stuff hanging all over the place -- principally ceiling fans, and some dusty bagels on strings. The food (most of which is named after some local or state notable or other) is reasonable, and the service, which almost always includes at least one Levitt (Chick, Ruth, son Ted, etc.) these last 20 years, is fast and friendly.

At the first booth on the left as you approach the lunch counter and its chrome-and-vinyl stools, you may very well spot Marvin Mandel. Mandel, long a regular here, has been the governor of Maryland (there's a state seal and a sign over the booth that says "The Governor's Office"), has spent some time in jail and now hosts a popular local radio talk show and has a sandwich named after him at Chick & Ruth's (chopped liver and corned beef). You could do worse.

At the booth next to you, you may very well spot two young, bearded men you have pegged as either out-of-work carpenters or apprentice winos. Their clothes are wrinkled and torn, their beards trimmed months ago at best. Then, you may very well overhear one of them say: "Yeah, when I ran aground last year in Nantucket . . ."

Eavesdrop further, and it will hit you: These men own sailboats. Big sailboats.

Chick & Ruth's is open all night. The cash register is computerized, but Chick will tell you he wishes he still made change from a cigar box.

One of the nice things about the place is that he acts like he still does.