WE WERE FACED with the classic Washington weekend dilemma, finding a nearby place to escape to without encountering hordes of other escapees.

Usually that search ends in frustration, but we found just what we were looking for in the cool, shaded mountains of West Virginia. Just 90 minutes from the city, there are still places that retain small-town charm, views that are unspoiled and even an idyllic country inn that combines the warmth and informality of a bed and breakfast with the elegance and grace of a Norman manor house.

The spirit of George Washington hangs heavy over the terrain around Shepherdstown, Charles Town and Harpers Ferry, all rich in history and within 20 minutes of each other in Jefferson County, just across the West Virginia border. At every turn of the road someone insists that the father of our country supped there, slept there, surveyed the land there, or made war there. Many of the stories are fascinating, and some of them are even true.

This weekend there's an added attraction -- the Mountain Heritage Arts and Crafts Festival in Charles Town -- so there may be hordes of visitors. It attracts nearly 200 artists and craftsmen from as far away as California and Canada who offer everything from traditional watercolors to landscapes molded from handmade paper. There'll be bluegrass music to feed the spirit and down-home cooking to sate the stomach.

But even on quieter autumn weekends, the area offers plenty to do.

The Mountain Heritage Arts and Crafts Festival runs 10 to 6 Friday through Sunday. Admission is $4 for adults and $2 for children 6 to 15 years old; under 6 free. From Washington, take I-270 north to U.S. 340 west; after crossing two bridges in West Virginia, you'll see signs. 304/725-2055.SHEPHERDSTOWN

Shepherdstown perches on a scenic bluff overlooking a bend in the Potomac. It's well worth the visit just to ride to the end of German Street where it begins to wind along the river, and then stroll the banks, taking in the view and a bit of Civil War history, as told by the markers that line its path.

Back in town along German Street, with its stately Federal and turn-of-the-century architecture, there are other diversions.

For inveterate browsers like us, there's Keith H. Knost's gift shop, stocked with top-notch china, crystal and silver. Next door, Matthews and Shank Antiques offers an eclectic collection with a focus on Federal pieces and local finds. Easier on the wallet is the bric-a-brac across the way at The Barbers Bazaar, but then again, it costs nothing just to look in the friendly shops.

For lunch, we headed for the Mecklenburg Inn's lush, haphazard garden, with its cozy wrought-iron tables, homemade blackberry pie and a sleek gray cat named Cringer, who has a tendency to plop in your lap. One local proprietor also recommended the enormous sandwiches at the Town Run Deli on East High Street, a sunny glass-walled restaurant on the site of an old service station.

For those still determined to find the city in the country, there is the Yellow Brick Bank, a touch of Georgetown slick in what once was the Jefferson Security Bank at the corner of German and Princess. Columnist George Will took Nancy Reagan to lunch there last year, earning it a place in the gossip columns. But don't let that put you off. The menu, heavy on mesquite grilling, fresh seafood and exotic sauces, looks delicious and the bartender is friendly and loves to play Ella Fitzgerald tapes.

Shepherdstown claims it is the oldest town in West Virginia, laid out by Thomas Shepherd on his land grant of 1734. The townspeople like to boast that the first successful steamboat was built here in 1787 by James Rumsey, a friend, naturally, of George Washington. Local legend has it that when Revolutionary War General Horatio Gates first saw the Rumsey steamboat, he uttered the immortal words, "By God, she moves . . ."

Outraged that credit for the steamboat has gone to usurper Robert Fulton, the local folks formed a Rumseian Society, built a replica of his boat and launched it recently to celebrate the Rumsey bicentennial. "It didn't sink, but it didn't run either," says John Shank .

No one seemed to mind. The townspeople cheered and looked ahead to December, when the society plans to try again. That's just Shepherdstown, says Shank, "a little eccentric . . . but quite nice." HILLBROOK INN

Actor Paul Newman has dined there, and other guests have come from as far as New Zealand. "A wonderful, wonderful find," one visitor wrote in the inn's guest book. Judging by the book, most seemed captivated by Hillbrook's charms, not the least of which is owner Gretchen Carroll.

By her own admission Carroll is the least likely person to have plunged into restoring and running an inn in the hills of West Virginia. The ex-wife of a foreign service officer, she had traveled the world, held an intriguing job with Georgetown University but only had the vaguest clue as to how to cook.

Now her inn, a manor house built down the side of a hill and looking more like it belongs in Normandy than West Virginia, offers elegant lodging and an imposing seven-course dinner (by reservation only). The dinner, even at $40 per person, is a steal, and there's no question Carroll has learned to cook.

One recent evening, the courses progressed from an appetizer you'd never suspect was made from anchovies, to corn soup, light pasta with fresh tomatoes and then to Chicken Veronique, cheeses, salad and a finale of peaches plucked from a nearby orchard. There were white and red wines to accompany the meal, served in a jewel-like dining room, aglow from candles and firelight. After-dinner drinks and demitasse followed in the living room.

If the food sounds too plentiful, it is. But between courses you can stroll in the yard, with its spring-fed brook, 150-year-old boxwoods and lush weeping willows. We ducked out between the pasta and the chicken, and again before dessert.

The 17 acres on which Hillbrook sits were surveyed by, you guessed it, G. Washington. Carroll's obligatory story has him owning an adjacent estate, Rock Hall.

For overnight guests there is a scandalously rich breakfast. Still, despite the royal treatment, Hillbrook breeds informality. Carroll makes no pretensions about suits and ties at dinner and never closes her kitchen.

"I've done breakfast for honeymoon couples at 5:30 in the evening," she says. "It took them that long to surface."

Other inns and bed and breakfasts abound in the area, including the Thomas Shepherd Inn in Shepherdstown, and the Carriage Inn in Charles Town, which is also the site of the new Magnus Tate's Kitchen, a unique little bed-and-breakfast that offers one suite built on two levels. The Jefferson County Chamber of Commerce will be glad to provide a list: 304/725 2055.

HILLBROOK --

Four rooms from $100 per night to $150 for the Bamford suite, with sitting room and fireplace. Rates include breakfast for two. Dinner is $40 per person plus tax and tip; the menu's all new every night. From Washington, take I-270 north to U.S. 340 west to Charles Town. The inn's about five miles outside town. 304/725-4223. HARPERS FERRY

From Carroll's inn it is only a short drive to Harpers Ferry. Like Windsor Castle and the Tower of London, Harpers Ferry has become hopelessly commercialized. On weekends, a long line of traffic forms to get into Harpers Ferry National Historical Park, site of the arsenal and armory seized by abolitionist John Brown in 1859. Once inside the park, you'll find scurrying children, camera-laden tourists and fast-food restaurants offering something called a "Harpers Flurry."

Still, the well-restored buildings and the remains of the arsenal and armory provide a glimpse of another age, and yes, George Washington left his mark here too. He arranged to have the arsenal and armory built not far from where the Potomac and Shenandoah rivers converge.

Like many visitors, we made our way up the long series of steps to Jefferson's Rock. The view -- so Jefferson was supposed to have said -- was "worth a voyage across the Atlantic." A park ranger told us the view would be "okay."

We thought the latter assessment more accurate. In summer and fall the thick foliage on the bluffs obscures the view, and the crowds permit only a quick glimpse anyway.

Back in town we blundered into a majestic and much more serene view of the waters. At the corner of Fillmore and York streets, in the Harper Cemetery, there is a view that Jefferson undoubtedly would have applauded.

A few others had made the same discovery. There in the cemetery, her canvas propped against an old gravestone, a visitor from Cracow, Poland, was painting the scene.