SO, you went to Occoquan last weekend and was it crowded. The tiny town's18th annual Crafts Show, a juried exhibition said to be one of the best on the East Coast, showcases the work of more than 250 artisans. And the place gets so crowded that the streets have to be blocked off for the entire craftsy weekend.

But if you want to get to know Occoquan itself, go any other bright fall day. Sandra Robinette, town clerk and publisher of the Occoquan Gazette, agrees that Crafts Show weekend, while "interesting and full of one-of-a-kind items of high quality," may not display the town itself to its best advantage.

But, "You're allowed to come more than once," she says, ever the town's cheerleader. "Come soon and come often."

Occoquan is only 10 miles below the Beltway and a mile from multilane I-95, but in spirit it's a world away from Washington. The town is full of what Robinette calls "lore," history that isn't always documented and that generally grows more fanciful in the retelling. Its four-block historic area is also full of little shops that change location as the owners jostle for more advantageous sites.

Like the rest of the Washington area, Occoquan is growing, at least insofar as the iron bounds of its river gorge location will allow. Its population is up to 241 and in its four-block historic area, the shops and eateries number about 120. Up Washington Street, 31 townhouses and eight detached homes are under construction, with 10 more coming on Route 123 (Gordon Avenue). In the historic area, below Rockledge House, more shops are being built, with apartments to be added to their top levels.

The renaissance of Occoquan is that of a blue-collar village originally built around mills and the river traffic they generated, a town whose history is laced with fires and flood.

Today, Occoquan is still a rather unpretentious place, but its commerce is built around arts and crafts. Life for the 100-some residents in the town's historic area is circumscribed somewhat by the business hours of the shops, many of them located in old houses. Some townsfolk live atop the stores in "one-two-threes," shops at ground level, offices above, and apartments on the third level. Weekdays, the top-story dwellers go off to work and leave the town to the browsers. But most stores lock up at 4 or 5, and most of the tourists are gone when the residents return.

Occoquan is off I-95's Exit 53. Drive about a mile, then turn left onto Commerce Street. Find a place to leave your car -- walking the four-block area won't tax your strength much. If street parking isn't available, try the new -- free -- parking lot on Mill Street roughly under the Route 123 bridge.

At the water's edge, next to the Sea Sea and Company restaurant, is small Mamie Davis Park, named after an Occoquan native who served as mayor, town clerk, chief of police, treasurer and "every town office," Robinette says, and "a generally revered citizen." Davis died a few weeks before her 100th birthday last February, but the park was dedicated in her honor almost a decade ago.

Although four square blocks of Occoquan are registered national historic and Virginia landmarks, the town's no museum. It has its share of history and legends, but its attitude is casual; it's a place to spend a relaxing afternoon sitting and sipping or strolling and browsing. You can fish along the riverbank (fishing tackle at The Lynn Company) and dock your boat at the Occoquan Boat Club & Dry Dock Marina below the town museum or at Prince William Marina near the park.

And you can eat, informally and reasonably: Choose a cool drink and a burger or seafood platter at Sea Sea and Company and watch the boats from the upstairs deck on a nice afternoon. Come back in the evening for seafood, prime ribs or steak and live music in the glass-walled dining room. Or try a carry-out lunch to eat in the patio garden behind the Country Kitchen restaurant, afternoon pastries at The Tea Room, or mile-high pie at Toby's Cafe.

Wander around some 120 shops that occupy the four-block historic area. In many of them, you can watch the artists at work; in almost all of them, on a quiet day, the proprietor will be glad to pause and chat. Longtime shopkeepers can tell you stories. The corner of The Country Shop building, for example, sports a scar about 10 feet up where a boat allegedly crashed against the structure during Hurricane Agnes in 1972. There are supposedly some ghosts in the old buildings, victims of wartime -- Revolutionary and Civil -- skirmishes, fires and floods.

A walking tour takes you up the north side of Mill, the street closest to the river, to the street's end, up against the Fairfax County Water Authority facility. There you'll find a small museum in what once was the miller's house. Mill House, built about 1793, is the only remaining part of the Merchant's Mill, which operated as a grist mill from 1759 until 1924, when it was destroyed by fire.

The museum is open to the public, free, daily from 11 to 4. Check out the big brass key, dating froom 1765, which opened the mill doors; Civil War memorabilia; tools and toys; and photos showing the results of Hurricane Agnes' wrath. There's a small display, brochures, books and a videotape of the history of Occoquan and 345-square-mile Prince William County.

Next door, at 403-405 Mill St., is Brown's Wood Stuff, full of chairs and trunks, baskets and pie safes and furniture in several rooms.

Opposite, at 410 Mill, is Ballendine's Rockledge, sitting on a cliff overlooking the town. The 11-room home, built in 1758, survived a severe fire during the 1960s and has been restored by Ron and Joy Houghton, who operate two bed-and-breakfast rooms. They are also building Millrace Cottage, a shop-and-apartment combination below the house on Mill Street, where water once flowed to power the mills.

Each of the bed-and-breakfast bedrooms has a working fireplace and double bed ($65 a night, with shared bath, or $120 for the bridal suite). The rate includes a certificate for a continental breakfast at The Tea Room on Commerce Street. The cream-and-lavender "bride's room" features a hundred-year-old bedstead with eight-foot-high headboard. The second room, in rose and peach, features Louis XVI-style furnishings. To reserve, call 703/690-3377. Children may stay free with their parents in a cradle, small child's bed or a rollaway bed.

The building at 404 Mill that houses the Golden Goose/Two Sisters Gallery and The Country Kitchen was built about 1840 and was once the town's drug store. Today, you can order a sandwich and pie to eat inside The Country Kitchen at a window overlooking the main street, or outside in the flower garden among the trees and red geramiums. Next door, at 402 Mill is a residence featuring a neat square of granite along the edge of the street, a carriage block, to help ladies dismount from a horsedrawn carriage.

The Town Hall and The Watercolor Room/The Cottage Shop share an old church building in the next block, at 314 Mill. A plaque affixed to a native blue stone boulder from the Vulcan quarries across the river recognizes the town's place in Virginia history. Occoquan was designated a Virginia Historic Landmark in 1983 and was entered in the National Register of Historic Places in 1984. The artists are topside; the lower level houses the offices of Mayor Charles Pugh and Town Clerk Robinette. Town Hall hours are 10 to 3 Monday, Wednesday and Friday.

At 406 Mill is the Bowen-Carson House, oldest home in Occoquan (1742). Recent renovations uncovered logs that had been used in the basic house, square-headed, hand-forged nails and massive foundation stones like those used in Rockledge. Space under the house was used as the town jail from the early 1800s and as a hideout for deserters.

Nearly two dozen artists have galleries in the village and often can be found at work at their easels, looms or wheels. The art colony began in the basement of an old funeral home on Mill Street in 1977, when eight artists opened a co-op and gallery and a studio where they could work and teach. Today, several artists, including a weaver, painter and watercolorist, still call themselves The Undertaking Artists' Co-op (309 Mill), acknowledging both their beginnings as well as the fact that, according to Robinette, getting started was "a major undertaking."

Other art galleries: Intermezzo, 201 Union; Two Sisters, 404 Mill; Cameron, 308 Mill; Artists' Attic, 309 Commerce; The Frame Up, 307 Mill; and The Loft Gallery and the Occoquan Gallery, sharing 313 Mill.

At Union and Mill streets is The Country Shop, where Milly Lehto gives quilting lessons and sells quilt-making supplies. The Lehto family lives upstairs in what was once storage space for a hardware and lumber business. Their quarters feature 10-foot ceilings, a bannister that once was the communion rail of old Bethel Church, original rafters, oil or kerosene light fixtures, and Lehto's doll collection. Built in the 1860s, the building has also served as a bar and restaurant.

Tucked behind Bob and Jean Porter's well-stocked Mountain Valley Miniatures Shop (they live upstairs) at 199 Union is a little picnic courtyard shared by Toby's Cafe, the Ice Cream & Fudge Shop, Riverfront General Store, Intermezzo Gallery and Waterfront Antiques and Accents, which also sells vintage jewelry and clothing. A shop for cat fanciers, Tabby's Pride, is located above Mountain Valley Miniatures.

Toby's Cafe, open 8 to 5 seven days a week, offers breakfast anytime (an omelette with cheese, mushrooms, tomato, green peppers and scallions, served with an English muffin, is $3.05). For lunch, try the generous crabmeat salad at $2.75. And take home one of the mile-high pies: $6.80 (with $2 for the pie plate, or your returned plate). Recent choices included orange-chocolate chip, peanut butter-chocolate chip, strawberry, lemon, banana cream, chocolate cream, chocolate chip, mocha, blueberry, apple and peach.

Check in at The Ice Cream & Fudge Shop (sundaes at $1.35 to $1.99, milk shakes at $1.50 and egg creams at $1), which is open till 9, and Riverfront General Store, a shop crammed with various fragrances of coffee, potpourri (99 cents for a small bag of "Chanel" or "Opium," for example), 75 kinds of tea; spices, including tandoori and Cajun; candies in large glass containers, dried fruit, baskets, kitchen supplies and heart-shaped rag rugs ($14.95).

Up the hill at the next corner, at Commerce and Union, are another ice cream shop, Sweet Temptation, and Back Stage, offering costumes and dance supplies. Or try the teatime pastries ($2.35 to $2.95) at The Tea Room, 310-A Commerce. Decorated in pink, The Tea Room serves three meals daily (7 to 9:30 Tuesday through Saturday, 7 to 7 Sunday and Monday). Seafood-stuffed avocado, seafood crepes and chicken normandy are each $6.95 at lunch, $9.95 at dinner. The Tea Room is in a building that was once a school. Look on the sidewalk for an "L" directing pupils to the lower grades, an "H" for higher grades.

Traditional dinners are also served at The Occoquan Inn, 301 Mill, which has been the site of a tavern or inn since colonial days.

Poplar Alley, between Mill and Commerce streets, is home to a small selection of shops including Beachwood Cafe, serving breakfast all day, lunch and carryout from 10 to 4. You'll find music boxes at The Elegant Touch, antiques and collectibles at The Emporium, toys and cards at You Name It, and one-of-a-kinds at Stained Glass and Wood Classics.

As you drive into or out of Occoquan, note Ebenezer Baptist Church at Commerce and Washington, one of the first black churches in Northern Virginia. Ebenezer was founded in 1883 by Rev. Lewis Henry Bailey, a freed slave who commuted from Alexandria. His daughter, Annie B. Rose, still is a trustee.

As with many buildings in Occoquan, fire struck, in December 1923, destroying the church and many historic records. Within a year the church was rebuilt; now it's the only active one in town. Its pastor, Rev. Samuel Benson, traditionally offers the Blessing of the Town during each Christmas season.

Robinette finds this a Good Sign: "After all," she notes, "How many entire towns get to be blessed?"