AT 3 o'clock in the morning, suddenly startled, I strained to hear what had waked me -- until I realized it was the quiet. I didn't recognize silence.

I definitely wasn't in Washington anymore.

When I was a kid in Tennessee, people went to the mountains around Chattanooga to "see seven states." Antietam Overlook Farm claims views of only four states -- and a lot of that is Blue Ridge and misty hilltop -- but it certainly lifts you up and out of the Beltway. And it's really, really quiet. I had to turn on the ceiling fan.

At both a geographical and historical crossroads, the five-bedroom inn looks down onto the Antietam battlefield, near the confluence of the Potomac and Shenandoah rivers amid the Appalachians. (Crossroads is not simply a metaphor: The Potomac near Shepherdstown and at Harpers Ferry was forded repeatedly by both Union and Confederate armies.) Actually, it was that geographical serendipity that made the area so crucial to the nation's evolution -- its Revolution and Civil wars and industrial development. The rivers, railroads, C&O Canal and gaps in the mountain ranges made it possible for Americans of earlier centuries to work their way west, so the bed-and-breakfast is surrounded by battlefields, monuments, natural barriers and even greater natural beauties.

The inn is only about 15 years old, built in the style of a 19th-century farmhouse, with rough-hewn beams (look for the owl carved just below the great room lintel) and wide-plank floors. Its 95 acres are protected, so no commercial encroachment threatens and wildlife abounds; deer and rabbits are common sights, and there are well-populated bird feeders all about the grounds.

This is an adults-only romantic getaway -- "romantic" but happily without frou-frou or basins of potpourri (the ring trees are a nice touch). All but one of the rooms has a private screened porch, and there is a common porch as well. All have gas fireplaces in addition to two impressively large hearths in the main area. The Overlook, the most popular room, has both a porch and a sundeck, plus a "garden" tub in a window alcove. Rooms have telephones (a common line) but no televisions, and there is a communal refrigerator for guests' use. The inn offers complimentary liqueurs and particularly good filtered well water.

Breakfast is a three-course affair here and probably enough to get you to dinner: sambuca-spiked watermelon or mixed berries; frittatas with (real, meaty) bacon or eggs Benedict; and perhaps Belgian waffles hilariously molded into various farm animals. So if you want to just go back to your room or to a garden bench and read all day, nobody will think that's strange.

WHERE TO STAY: Antietam Overlook Farm, 4812 Porterstown Rd., Keedysville, Md.; 800-878-4241 or 301-432-4200. Take Interstate 270 north toward Frederick, take the I-70 turn and an immediate right exit onto Route 340 west. Take 340 to Route 67 north and go six miles; turn left onto Trego Road; stay on Trego for two miles and turn left onto Porterstown Road. The entrance is three-quarters of a mile up the hill on the left; there's an electronic gate up the driveway with an intercom to the inn. (It's a member of Select Registry, for frequent inn-goers.) If you can't get a room there, try the Inn at Antietam (220 E. Main St., Sharpsburg, Md.; 301-432-6601), two miles away at the edge of the battlefield.

WHERE TO EAT: On Saturday nights, Antietam Overlook offers a gourmet dinner for guests who prefer to stay in (BYO wine). Otherwise, Shepherdstown, W.Va., about five miles away, has several good restaurants, notably the modern-American Yellow Brick Bank (201 E. German St./Route 230; 304-876-2208); the bistro-style Three Onions, with its wood-grilled pizza (117 E. German St./Route 230; 304-876-3462); and the Thai-Japanese Kazu (120 E. German St./Route 230; 301-876-8798). Kazu does not have a wine license, but if you go a few doors down to the Shepherdstown Sweets bakery before 6, you can buy either wine or sake and the Kazu staff will put your bottle in the refrigerator.

Sharpsburg has a great old-fashioned tavern, much like Hank Dietle's in Rockville, called Cap'n Benders (111 E. Main St./Route 34; 301-432-5813). It's run by Ronce and Dottie Knight, who make good sandwiches and great pickled eggs; it has a couple of nice pool tables and friendly regulars. The name has nothing to do with a binge, incidentally; the tavern was founded by a retired canal pilot named Benders. And if you have any appetite left after breakfast (or can't resist real doughnuts, or raisin or bacon bread), stop into Burkholder's Baked Goods (106 E. High St., a block off Route 34; 301-432-2292), open Tuesday through Friday 6 to 5 and Saturdays 6 to noon. It's a Mennonite establishment, and the proprietors ask that you refrain from wearing tank tops, etc.

WHAT TO DO: Antietam National Battlefield, where Gens. Robert E. Lee and George McClellan met in the Battle of Sharpsburg, is one of the most heart-stopping monuments of the Civil War. On a single day, Sept. 17, 1862, more than 23,000 troops were killed or wounded, putting an end to Lee's planned invasion of the north; there is a ghostly, sobering atmosphere about the battlefield. (Gettysburg is an easy drive from here as well.) Harpers Ferry is perhaps a 15-minute drive; the less well-known Kennedy Farm, a two-story split-rail and plaster farmhouse that John Brown rented while he and his followers were planning their raid on Harpers Ferry, is privately owned. The grounds are always open, but arrangements for a tour must be made in advance by writing to Capt. South T. Lynn at Southland Farm, 13701 Deakins Lane, Darnestown, Md. 20874.

Shepherdstown, which has finally quieted down (and emptied out) after the annual Contemporary American Theater Festival, has a number of its own historical sites, including a fine pedestal monument to James Rumsey, inventor of the steamship, and the Shepherdstown Opera House, a 1909 movie theater that has been restored and reopened on West German Street. German Street is also the center of dining and shopping in Shepherdstown.

For active types, there are plenty of cooling water sports -- canoeing, kayaking, tubing -- or shady hiking along the Appalachian Trail or C&O Canal. (When you get back to your room, you can have a massage.) Crystal Grottoes is about five miles away, between Keedysville and Boonsboro. And Charles Town, W.Va., with its racetrack and slots casino, is about 12 miles.

-- Eve Zibart

The Antietam Overlook Farm in Keedysville, Md., is about 15 years old. Built in the style of a 19th-century farmhouse, it has wide-plank floors and rough-hewn beams. The 95-acre Antietam Overlook Farm looks down on the Antietam battlefield.