They almost had us fooled, those clever little outlet-mall conglomerates. They keep moving their factory-outlet shopping centers ever closer to--or right into--the very cities where all those factory-made goods are supposed to be sold at full price. Now we can go deep-discount shopping the way we go grocery shopping or stop by the hardware store or dry cleaner--as just another errand.

But maybe you need some sort of additional incentive besides the prospect of endless hours of airless aisle-browsing and a long drive home beneath an overstressed roof rack. How about, say, a nice, out-of-food-court lunch or dinner? Or a walk through an unpaved outdoor area nearby? Or even a night's stay in a place with a view and one more Jacuzzi than we have at home?

Herewith, means for making four outlet outings into something more than drive-by shopping. Each includes details on the Shops--but also on the Stops. And--to help spend the millions of dollars you will save by buying irregular, distressed or merely passe goods--we've also included suggestions for the Stays.

Over the Bay, Through the Woods

SHOP: Prime Outlets at Queenstown (410-827-8699)--Brooks Brothers, Nike, Liz Claiborne, Britches Great Outdoors, Corning Revere and 51 others, just east of the U.S. 301/50 divide at the top of Maryland's Eastern Shore. Best bargains here can be found when these clearance stores hold clearance sales--which they seem to do more often in the beachgoer-free winter months. (Last week: $99 for a copper-clad Revere cookware set I'd almost bought for $200 at Ballston Common last Christmas.)

STOP: Some terrific year-round seafood restaurants lie just beyond the daunting ticky-tack between the Bay Bridge and Queenstown. One not to miss--a place where everyone I know who's tried the crabcakes pronounces them the best they've had--is the Narrows (410-827-8113) on Kent Island, where entrees (grilled filet mignon, a mean chicken Oscar) also transcend the region's crab and seafood cliches. Sunsets are best in the bar or, in warmer weather, on the terrace. For lunch, the outlet center's own Chesapeake Gourmet (410-827-8686) has a decent deli counter, or you can head south for the all-American burgers--and offbeat, real-world "Wings" atmosphere--at the Hanger Cafe (410-820-6631) at the Easton Airport.

For a bracing walk through meadows, marshes and a small loblolly pine forest--or an up-close look at scores of resident waterfowl and raptors--follow Route 18 to the Wildfowl Trust of North America's secret 500-acre Grasonville refuge, the Horsehead Wetlands Center (1-800-226-8272; adults $3).

STAY: Recently updated but still seriously Victorian--and with its own highly rated, starched-linen restaurant--the Kent Manor Inn rises impressively out of the cornfields just beyond the roar of traffic in Stevensville (1-800-820-4511, www.kentmanor.com, doubles $130-$235). Kent Island's Holiday Inn Express (1-888-877-4454) has some sunset-facing Jacuzzi suites for $139.95 plus taxes.

INFO: Queen Anne County Chamber, 410-604-2100, www.qac.org.

New and Old Dominion

SHOP: If you're not among the thousands of recent Loudoun County homeowners who are just an exit ramp or two from the new Leesburg Corner Premium Outlets (703-737-3071) on U.S. 15 north of town, you'll want to make the under-an-hour drive from the Beltway soon to become a part of the grand experiment in demography. In the midst of ever-growing affluence, Leesburg Corner offers a Pottery Barn Furniture Outlet, Gund Teddy Bear Factory (where you can stuff your own) and outlets for Liz Claiborne, Polo Ralph Lauren and 84 others.

STOP: Want to walk amid a Loudoun County of yore, before high-tech firms and high-density development? Take yourself through the gates of Morven Park (703-777-2414) and its equestrian center with steeplechase races, boxwood gardens, a Carriage Museum and a Museum of Hounds and Hunting. Or be part of a more recent tradition by strolling amid the antiques shops and excellent restaurants of red-brick Leesburg itself. The latter include the ambitious, veteran Tuscarora Mill (703-771-9300), the recently expanded Lightfoot (703-771-2233) and the elegant new Eiffel Tower Cafe (703-777-5142). Funkier: Planet Wayside (540-338-4315, closed Sunday-Wednesday), a cheerfully off-kilter spot for great sandwiches and satisfying dinners, is worth the drive south to Hamilton.

STAY: A short walk to most of Leesburg's restaurants and shops, 18th-century Norris House (1-800-644-1806, www.norrishouse.com, doubles $100-$140) also caters to bikers and hikers on the nearby C&O Canal, offering maps and shuttles to guests. East of town, Lansdowne Resort (1-800-541-4801, www.lansdowneresort.com) has a spa, golf course and four restaurants. Weekend packages including breakfast and health club privileges for two start at $209.

INFO: Loudoun Tourism Council, 1-800-752-6118, www.visitloudoun.org.

Crossing Interstate Lines

SHOP: More than a million shoppers made it out to Prime Outlets at Hagerstown (1-888-883-6288) in its first three months open in late '98. It continues to grow in both size and draw--it's less than two hours from here--and its tenants include Brooks Brothers, Polo, Ralph Lauren, Jones New York, Tommy Hilfiger, J. Crew, Nike, Black & Decker, Bombay and Eddie Bauer.

STOP: Prime Outlets' parking lots may seem vast, but there are two horizon-expanding spots nearby worth the short drive--and then the walk. The first is Antietam National Battlefield (301-432-5124), where 23,000 Union and Confederate soldiers were killed or wounded in an epic, day-long battle on Sept. 17, 1862--and you can pick up a self-guided driving or walking tour map at the somber stone Visitors Center. You can also take a brisk uphill hike to panoramic South Mountain views at Washington Monument State Park in Boonsboro. Afterward, just cross the highway and have dinner (or Sunday brunch) at the venerable Old South Mountain Inn (301-432-6155). In Hagerstown proper, food choices are many and varied, from self-explanatory Kerch's Southern BBQ (301-790-1118) to the upscale French-Italian-Asian brasserie Roccoco (301-790-3331).

STAY: Both Beaver Creek House B&B (1-888-942-9966, doubles $75-$95) and Sunday's B&B (1-800-221-4828, doubles $75-$145) are within 10 minutes' drive of Prime Outlets.

INFO: Hagerstown-Washington County Convention and Visitors Bureau, 1-888-257-2600, www.marylandmemories.org.

Discount River City

Shipyard Shops (302-425-4890) opened last August along the riverfront south of downtown Wilmington, Del., which means it's about two hours from the Beltway by car--but also that it's the only outlet center you can get to via Amtrak (the city expects this year to complete both the 1.5-mile river walk and large indoor farmer's market between the train station and the outlet center). Its specialty is catalogue outlets (L.L. Bean and Coldwater Creek are the largest of its dozen tenants so far, with more to come next year), and it's also the only urban outlet center around. And while there's still more ex-industrial territory to renew before people start calling Wilmington "pretty," the Riverfront feels vibrant and safe and is a short cab ride from downtown's many restaurants, clubs and cultural outlets--where you can wear that $210 L.L. Bean coat you just got for $90.

STOPS: New First U.S.A. Riverfront Arts Center (302-777-1600), planning a big interactive dinosaur exhibit for spring, is right across the street; around the corner is the Kalmar Nyckel (302-429-7447, www.kalnyc.org), a re-created 17th-century Swedish tall ship (the original carried settlers to Delaware in 1638). The Delaware Art Museum (302-571-9590), with its English pre-Raphaelite art and American paintings, is currently hosting a Tiffany glass exhibit. Nearby is the Winterthur Museum, Garden and Library (302-888-4600, www.winterthur.org), with its peerless collection of early American decorative arts. Shipyard Shops has its own restaurant--Timothy's (302-429-7427)--that's already winning raves for its ribs, and adjacent to the arts center is Kahunaville (302-571-8402), a tropically themed restaurant and nightclub.

STAY: At downtown Wilmington's top-dollar Hotel du Pont (1-800-441-9019), your double room will run $179 to $309. At the Inn at Montchanin Village (302-888-2133)--Wilmington's premier country inn, about six miles west of downtown--doubles run $160 to $375. One of the best non-EconoLodge bargains in town is the Boulevard Bed & Breakfast (302-656-9700); rates at the early-20th-century mansion start at $80, double.

INFO: Greater Wilmington Convention and Visitors Bureau, 1-800-422-1181, www.wilmcvb.org.