NOT FAR from the garish carnival that plays daily along the boardwalk of Rehoboth Beach is a great, hook-shaped cape separating ocean and bay, a place where natural wonders as well as the works of the past are celebrated.

From the cape's tip, the sand, scrub pines and grass-choked marshes stretch to the limit of vision. It's one of those delights now so rare on the Atlantic coast, a place with so little development that you could squint your eyes and see it as it was several centuries ago -- serene, empty and yet inviting.

The recorded history of Cape Henlopen goes back centuries. In 1609 the massive white dunes on the tip of the cape captured the eye of English explorer Henry Hudson, who found the broad bay a fish-filled haven offering sanctuary from the waters of the Atlantic and promises of even more riches to be found. The cape's bountiful resources attracted the Dutch in 1631, who founded a small fort -- called Zwaanendael ("Valley of the Swans") -- to be used as a whaling colony.

Zwaanendael was established just inside the mouth of a small creek entering the bay a few miles west of the sand dunes on the cape's tip. The landscape the 32 whalers encountered was lush, if not exactly hospitable: vast expanses of tall, razor-edged marsh grass interrupted only by cypress swamps and pine groves. The colony was doomed, though, but not because of the paucity of whales in the bay or even the mosquito-infested surroundings.

It all started in a dispute over a coat of arms. The Dutch whalers ran into a problem familiar to newcomers: their presence was resented by the locals. In this case, the locals were Lenni Lenape Indians, and soon the dispute -- legend holds that it was over the Dutch flag raised at the fort -- provoked the Indians to massacre their unwelcome neighbors.

The lack of a welcome wagon didn't discourage the Dutch, who in time reestablished a trading post there and operated it until 1682, when the English took it over and renamed it Lewes (pronounced "Lewis") after a village in Sussex County, England.

The centuries since have not always been kind to Lewes and Cape Henlopen. Captain Kidd and others of his ilk plundered the town several times in the late 17th century, and in 1813, the village was shelled by the British in a skirmish in the War of 1812. The casualties were light -- a chicken (dead) and a pig (wounded) -- though a house damaged by the bombardment still bears a cannonball lodged in its foundation.

The village also became famous as the home of the Delaware Pilots (formally called the Association of Pilots for the Bay and River Delaware), the men who guided the big ships up the treacherous waters of the Delaware bay and river into the vital ports of Wilmington and Philadelphia.

After the Civil War, prosperity was as fickle as the tides. In 1869, the railroad spurred the first economic boom, with other expansions created by harbor development, government and military construction, small factories and another rail line. Lewes was so prosperous in the 1890s that more than 100 homes -- many of them in the ornate Victorian and Gothic styles -- were built in the town.

Times, though, were changing. The railroad stopped coming, the factories closed and Lewes began to wither. The story would end here except for a small, determined group of residents who decided in 1961 that Lewes and its three centuries of heritage must be saved.

"It was a tired and shabby town then," recalls Judy Roberts, who grew up in Lewes, married a Delaware pilot and is now the president of the Lewes Historical Society. "We were losing a lot of history."

Through the works of the society, the local chapter of the DAR and newcomers, many of them retirees from the Washington and Baltimore areas, Lewes today is a treasure house of colonial, 19th-century and Victorian architecture.

The natural resources that attracted the early settlers remain alluring today. The small creek on which the Dutch established their whaling outpost is now part of the Lewes-Rehoboth Canal. Today it anchors Lewes's small downtown, a waterfront inn, seafood restaurants, and fishing and pleasure boats.

The great cape changed in time, too. Once a crucial military base guarding the mid-Atlantic shipping lanes, today it is a state park covering more than 3,300 acres and offering miles of uncrowded beaches, pine forests and some bleak reminders of World War II, the greatest conflict the world has known. A WALK THROUGH HISTORY

A walking tour of Lewes should begin at the small, oddly decorated building at Savannah Road and Kings Highway, just three blocks south of the drawbridge across the canal. The building, the Zwaanendael Museum, is a copy of the town hall in Hoorn, Holland. It is adorned with red and white shutters and carved-stone gables. A statue of Capt. Pieterssen deVries, who founded the first settlement here in 1631, sits on top.

The two-story museum displays relics from the H.M.S. DeBraak, a Dutch-named, British-owned warship that sank off the cape in a storm on May 25, 1798. Legend held that the DeBraak carried a cargo of treasure, and fortune hunters tried over the years to locate and recover the horde.

Rediscovered in the 1980s, the DeBraak was found to hold no such treasure, although the china, utensils and other artifacts recovered from the wreckage hold a fascination of their own.

Other exhibits display toys, china, silverware and other household items, parts from the Cape Henlopen lighthouse and other nautical memorabilia used by Lewes mariners.

Behind the museum, facing Kings Highway, is the Fisher-Martin House, a modest two-story frame house built around 1730 in Cool Spring, about 10 miles west, and then moved to Lewes in 1980. The town's information center is located in the house.

Down the street, at 107 Kings Hwy., is the Colonel David Hall House, which was built around 1790 by the 15th governor of Delaware. This is a private home and isn't open for tours, but is worth seeing from the outside, if only for its siding of cypress shingles, a building material common to Lewes. The antique shop called the Swan's Nest in the south wing of the house sells some interesting baskets, forged iron pieces and antique furnishings.

Walking north on Savannah takes you to Front Street and the waterfront. Just west of Savannah Road is a park holding six cannons of various vintages, a memorial to the battery that attracted the British cannonade in April 1813.

One sign of the bombardment can be seen a few steps west on Front Street at the Cannonball House and Marine Museum, a small cypress-shingle house built in 1797. Down on the wall near the sidewalk, just left of the huge anchors flanking the entrance, is a three-pound cannon ball, said to have stuck there in the British attack. The Cannonball House is now a marine museum displaying nautical artifacts related to Lewes.

If you continue walking west on Front Street you pass a few gift shops before coming to Market Street and the Inn at Canal Square, a lovely waterside retreat offering spacious rooms filled with antique reproductions. The inn also rents a two-bedroom houseboat, tied up at the docks in back, for those who prefer a water view.

Market Street, between Front and Second streets, is a shoppers' paradise, featuring antiques at the Gaslight Company, Copper Penny, Cobwebs Antiques and Carol's Cove, and gifts at the Classic Toy Box and Celtic Pavilion.

Second Street is Lewes's main avenue, home to a wonderful, antique-filled hotel -- the New Devon Inn -- and other temptations. Try the King's Homemade Ice Cream Shop at Second and Market, which offers wooden booths to enjoy your sundae in.

Flanking the ice cream shop are Habersham Peddler Interiors, with country and classic antique furnishings, and the Golden Goose, a shop specializing in gifts, yarn and knitting materials. The building in which the Golden Goose is located is topped with some dark red and white brickwork, common to High Victorian Gothic buildings.

Between Market Street and Savannah Road are other shops, galleries and restaurants, enough to serve as a break before returning to your walk through history. A block south, at Third and Chestnut streets, is Firehouse Antiques and Accessories, a fine shop occupying what was the Lewes fire station and jail until 1920. During World War II, the tiny building was used to house prisoners of war. The jail bars are still visible in the office of the antique shop.

After browsing through Firehouse Antiques and the Second Street shops, head west again on Second Street and you will enter the heart of Lewes's past.

On the south side of Second Street, at the corner of Mulberry, is the Ryves Holt House, a shingled structure that is known to have been standing in 1685. The house is named after the naval officer of the port who moved into the house when he took his position in 1721. Later, the home was occupied by Commodore Jacob Jones, a hero of the War of 1812.

The Delaware pilots built many of the fine homes in Lewes. In 1879, pilot John Penrose Virden, first president of the association, built the Second Empire-style house at 217 Second St. The house is marked by its mansard roof and king-post trusses on the dormer gables.

Pilot J. Frank Macintire built the Queen Anne-style house at 221 Second St. in 1901, while pilot James Marshall constructed a Second Empire-style house at 223 Second St. The house, built just after the Civil War, is decorated with four rows of fish-scale shingles on the roof.

Another Second Empire-style house, an impressive three-story home at 232 Second St., was built in 1879 by F. C. Maull, a Lewes ship chandler. A year later, D. L. Mustard, another Lewes merchant, remodeled his 18th-century house on the lot at 236 Second St., surrounding it with the Gothic Revival house that now stands there.

Second Street leads to Shipcarpenter Street, and more historic homes. Pilot William Maull built the late Victorian structure at 106 Shipcarpenter St. in 1897. (These, and many other houses not operated by the historical society, are private and not open to visitors, but may be admired from the street.)

On the waterfront at Shipcarpenter Street is a baseball field and parking lot. Beyond center field is the lightship Overfalls, which was stationed at the entrance to Delaware Bay from 1892 to 1961. And next to it is the small white frame boathouse that housed the U.S. Life Saving Station, a forerunner of the Coast Guard. The ship is open for tours during the summer.

South on Shipcarpenter Street, away from the water, is the pride of Lewes and its historical society -- the Complex. The Complex is a two-acre lot at Shipcarpenter and Third streets. Here the historical society managed to save and restore a number of colonial and 19th-century buildings. The buildings are open for self-guided and guided tours.

The Burton-Ingram House at Shipcarpenter and Third was moved from Second Street to its site in 1962. The house was built around 1800, and is girded with cypress shingles and has cellar walls composed of ballast stones taken from ships. The three-story house is magnificent, filled with colonial art and antiques. Upstairs is the Toy Room, a unusual display of children's playthings from more than a century ago.

The modest addition to the right of the entrance is actually an 18th-century building, donated by the town of Milton, Del., to replace the wing destroyed by fire in 1922.

Next to the Burton-Ingram house on the Third Street side is the Rabbit's Ferry House, which was moved from the Rabbit's Ferry area outside of Lewes in 1967. The one-story wing section is an early 1700s farmhouse, with cypress shingles, a sleeping loft and original woodwork. The larger part of the house is newer, but not by much. It was built onto the original house around 1740. The lovely house, graced by boxwoods and other landscaping, is used as an art gallery featuring the works of Tricia Hurt, a painter who lives and works in Lewes and Key West, Fla.

Next to the gallery is the Thompson Country Store, a gray-blue frame house built around 1800 in Thompsonville, Del., and used as a store from 1888 to 1962, when it was moved to the Complex.

The inside of the store is delightful, featuring shelves of such canned items as Dixie Maid Syrup and Buck's Banquet Hall Minced Meat. Next to the counter are the pigeonholes used by the post office, and opposite them are shelves of more items, including an unusual box of tubes to hold eggs.

"We're trying real hard to preserve what we have," explains Judy Roberts, who leads a tour of the Complex. The Lewes Historical Society was formed in 1961, and uses private donations, fees from activities and an inheritance windfall to move, restore and preserve these old properties.

Behind the country store is another old house, the Ellegood House, a two-story farmhouse originally built in Sussex County, Del., around 1824. The house is used today as a gallery selling country crafts and Christmas items.

Next is the Blacksmith Shop, a one-room early 19th-century cedar-shingle structure. And next to it is the Early Lewes Plank House, which may be the oldest building still standing in the Lewes area. The small one-room house, made of square logs and mortar, was built on Pilottown Road by one of the first settlers, who was apparently Swedish, according to the construction style. The exact date it was built is unknown. The house is simple, dominated by the fireplace at the back. There is one tiny bed just right of the door, and a small loft above it.

Behind the Plank House is the small, white Greek Revival Doctor's Office, which was built around 1850 by Dr. David Hall on Savannah Road across from Second Street. It was moved twice to new locations in Lewes before finally coming to the Complex last year. The two-room house holds some old medical utensils and cabinets, and is being restored.

Roberts, one of the leaders in this restoration effort, lives across from the Complex in Shipcarpenter Square, a one-block development made up of about two dozen 18th- and 19th-century buildings moved to the site and then restored. The Roberts house is a cypress-shingle, story-and-a-half home, built in 1800 about five miles outside Lewes.

"What we have here," said Roberts, indicating the Complex and the rest of Lewes, "is real. It's not a reproduction like Williamsburg. It's all so real!"

A visit to Lewes isn't complete without a drive or walk out Pilottown Road, the waterfront street that is a continuance of Front Street west of the Inn at Canal Square. The road leads past more historic homes and enters the vast marshlands near the bay. On the canal side is a small monument, almost hidden by the thick bushes used to landscape it. On this spot, more than three centuries ago, Capt. deVries established his ill-fated whaling colony.

The rest, as they say, is history. THE CAPE ESCAPE -- Lewes is about 125 miles from Washington. Take U.S. 50 east over the Bay Bridge, then Route 404 east to Georgetown, continuing east on Route 9/404 to Lewes (follow the signs for the Cape May-Lewes Ferry).

The Lewes Historical Society buildings are open for tours June 18 to Sept. 1; tour hours are 10 to 3 Tuesday through Friday, 10 to 12:30 p.m. Saturdays. Self-guided tours are $4, guided tours $5. Buy tickets at the Thompson Country Store in the Complex at Third and Shipcarpenter streets.

For tours by appointment from Sept. 5 to Oct. 15, call the Lewes Chamber of Commerce (302/645-8073). The cost of these tours varies, depending on the length; a $20 nonrefundable deposit is required.

Special events in Lewes this year include the Zwaanendael Heritage Garden Tour from 10 to 5 on June 23. Tickets are $6, and include a garden market, tea and lecture. Call 302/345-8073.

The historical society holds its annual Craft Fair from 10 to 4 on July 14 and the Antique Fair and Flea Market from 10 to 4 on Aug. 4. Both events are at the Complex. Admission is $1 donation. In the Dunes: Winds of War

WHEN YOU STAND on the top of one of Cape Henlopen's 83-foot-high World War II concrete watchtowers, you can understand the importance of the cape to shipping along the Atlantic coast. From this wind-swept perch you can view giant tankers and freighters traversing the bay and the Atlantic. North is a thin strip of vegetation marking the coastline of New Jersey. On the east tip are a cluster of tiny blips signaling Cape May's presence. South and west are the 3,300 acres of state parkland, the tiny Fort Miles military base and the Naval Reserve Training and Recruitment Center. And farther south are the high-rises of Rehoboth Beach. Three miles to the west, Lewes can be seen as only a small smudge of buildings hiding in the trees.

The tower is one of nine on the cape, built when the Fort Miles Military Reservation, a harbor entrance control post, occupied the area to keep watch over the shipping lanes. During the war soldiers manned the towers to watch for enemy ship and U-boat activity.

Off these shores more than 400 Allied vessels were sunk by German submarines during the war. The survivors of those attacks often were brought to the bases on the cape. One of the final actions of the war with Germany took place here five days after V-E Day when the U-858 submarine surrendered on May 14, 1945. The sub and its crew were taken to the harbor in Lewes.

After war's end the military base shrank, and this tower and others were abandoned. The coastal artillery were removed, their massive concrete bases left to stand or used as the foundation for a walkway over the dunes.

The violent past is out of place in this serene landscape. There are sand dunes here; the one on the Fort Miles base called the Great Dune towers between 30 and 40 feet above sea level. Once it was higher, but the Army bulldozed it into shape.

"The dune used to move 60 feet a year in the late 1950s and '60s," says Mike Kennedy, naturalist at Cape Henlopen State Park. "We believe most of it is pretty much stabilized now. It's moving only five to eight feet a year west now."

The Great Dune will officially become part of the park in the fall when Fort Miles is closed and its 96 acres are annexed by the state. The dune will add another natural attraction to the park, which already has three miles of ocean beach, 1.5 miles of bay beach, miles of hiking trails, camping facilities, numerous recreation facilities (a fishing pier, a nine-hole Frisbee golf course, tennis, basketball and softball), and the Seaside Nature Center, a one-story building housing salt-water aquariums filled with some of the animals, reptiles and fishes native to the cape.

"The aquariums have native species of fish and invertebrates," says Kennedy. "We have crabs -- spider crabs, blue crabs, horseshoe crabs, lady crabs -- and fish. We have some examples of hog chokers, flounders, bluefish menhaden, sea robin and sea horses."

The park also offers a wide variety of nature programs. This year there's a Friday night program called Highlight of Cape Henlopen, a slide slow "telling the park visitor what to do while they are here," Kennedy says. The show is at 7 Fridays at the Seaside Nature Center.

At 10 Saturday mornings the park offers a children's story hour with tales of the sea, while daily at 10 and 2 are "tank talks -- a way to get acquainted with the creatures of the aquariums," according to Kennedy. "And then on Tuesday and Thursday at 2 we have a program called seaside seining, where we catch large fish in our nets along the bay shoreline and then discuss their role in the bay ecosystem."

The programs are free, but Delaware residents must pay a $2 per car entrance fee ($4 for out-of-state residents).

The nature center also offers birdwatching every Monday at 7, according to Kennedy. "We see the endangered piping plover, peregine falcons, many migrating shore birds, the different types of terns -- five different species -- as well as about five or six different species of gulls." -Larry Fox