Consider Woodsboro, Md. Population: maybe 500 ("I haven't counted lately," says the clerk in the post office). A land-grant town laid out in 1876, a largely one-street town lined with some handsome turn-of-the-century buildings, a pretty cemetery, an opera house in an advance state of desuetude. And home of the late George F. Smith, inventor of Rosebud salve (good for minor irritations of the nose, minor burns, scalds and skin irritations).

You never heard of Rosebud salve? You can buy it even today in Georgetown and at Crabtree & Evelyn. Back in 1895, it put Woodsboro on the map and Smith, a druggist, a comfortably wealthy man. In 1920, he built a grand house, sold his drugstore and bought the hotel next door to convert to a base for his mail-order operation.

And for an off-beat excursion into the past and into Frederick County's beautiful agricultural heart, to see a small town that stayed the way it was, a visit to Woodsboro can't be beat.

The new draw these days is the Rosebud Inn, Smith's old mansion, open just two months as a small hostelry. A very small hostelry indeed at the moment, with only two rooms and three more scheduled to open shortly, but the inn is already making a name for itself.

The pity of it is that Al and Alice Eaton, who bought it to get away from city living in Rockville and Gaithersburg, have not yet furnished it with the antiques that would go so nicely. Nevertheless, the Eatons are wonderful innkeepers and the house is a delight. Every room has a stained glass window with rosebud motif installed by Smith, and the largest bath has a landscape in stained glass featuring a swan almost half the size of a real one. Smith was fond of stained glass and also of the beauty pageants of Atlantic City. He attended regularly, returning with the yard-wide photo of all contestants that was always taken.

His business is still being carried on in the former hotel next door, a wonderful old building with an enormous second-story balcony from which Woodsboro band concerts were played. Smith was a patron of music -- bought the uniforms for the band and regularly offered free tickets to his own Saturday afternoon musicales to those who bought his salve. (The musicales consisted of tunes played on his roll drum gramophone.)

Allen Smith Jr., grandson of the old gentleman, is in charge of the business these days and has even added a product, Strawberry Lip Balm, which no doubt would catch the fancy of his grandfather, for it smells exactly like strawberries. Vivien Smith, Allen's sister, also works for the company and the perfume it markets is named after her.

A tour can be arranged by appointment (call 301-845-8788); it's fun. The business now has 70,000 agents all over the country, spurred on to sales by premiums kept in an old spool cabinet and awarded to volume leaders -- fake diamond rings and tiny necklaces. It is, as Allen Smith says, a unique business, one that keeps him busy all week long, though on weekends he changes into an antique dealer in Washington with special interest in restoring old clocks.

Woodsboro is full of things that would have survived in cities. Walk across the street and up the old stairs to the opera house, which was abandoned long ago but lingers on just as it used to be. It's easy to imagine G. F. Smith, probably in one of his several terms as mayor, sitting center front and nodding appreciatively. Smith once persuaded Sousa to come to Woodsboro, but at the last moment, ironically, Sousa canceled to play a concert in Atlantic City.

A few doors down, at the site of the original Smith drugstore, is another unique business you shouldn't miss, run by a tycoon of 21. Robert Holweck and his four employes make up the Holweck Furniture Co., a misleading title because what they make is kits to assemble palatial doll houses, some of which retail for as much as $1,000. Jewels sought after by collectors, they take from four to 250 hours to assemble and range from a horse stable with four stalls to a deluxe country manor with formal dining room, bay windows, French doors, shingles applied individually, flooring and two stairways. Every part is hand carved and the result is far too fine for any doll.

The Eatons supply continental breakfast with their rooms, and Alice thinks continental means pancakes, but no other meals are served. They recommend the Towne Restaurant around the corner, which looks quite ordinary from outside and awakens visions of hot dogs constantly circling under infrared lights. Actually, inside resembles nothing you have ever seen. uThere's a collection of traps on one wall, the windows are lined with every kind of bottle and everything is cooked to order after you sit down. Try the wind dings and sweet rice -- chicken winds deep fried and rice cooked in milk and sugar. (Take the scraps outside to the cat that lives on handouts.)

Frederick, of course, is just over the hill and full of sights you may not have toured. If you strike a nice day, the guided walking tour of an hour and a half, departing from the visitor center at 19 E. Church St., will show you the clustered spired of Fredericktowne and other things you might otherwise miss, like the oldest and largest gingko tree in this country, the oldest shop in Maryland and the law offices of Francis Scott Key and Roger Brooke Taney. But if you do nothing else, pay a call on Margaret Z. Clary at the Barbara Fritchie house.

Of course you remember Barbara Fritchie, the 90-year-old woman who shook the Union flag from her window in the face of the Confederate general as he marched by her doorstep with his troops. The house in which she lived still stands by the creek in Patrick Street, and bright-as-a-button Mrs. Clary, 77, works a seven-day week as caretaker and guide to the old building.

Mrs. Clary, who was born in a smally town nearby, has spent so much time in the Fritchie house that sometimes people get mixed up and call her Barbara. She knows everything there is to know about this aged Union sympathizer who was the heroine of Whittier's poem (the poet spelled her last name Frietchie), having undergone total immersion during many years on the job. When she sits in the wing chair in the parlor eating her lunch in the costume her sister made for her, you think the years have developed a time warp and you're looking at the Civil War figure herself.

Let Mrs. Clary show you the gray dress Barbara wore leaning from the window, the bed in which she died and the grand old steel engravings of the Civil War generals and battles. You'll get the feeling it's her own home she's showing you around -- which is not really surprising since Mrs. Clary lived here with her husband for years, sleeping in a rollaway bed and hiding the electric heater before the tourists arrived.

When you go home, avoid busy 270 and take instead Rte. 85 south through Buckeystown, that pretty little village of wide lawns and well-kept houses, to Lilypons, the water lily farm and goldfish hatchery just beyond on the left. If you go July 11 or 12, you'll hit the lotus festival. Berrywine Plantations, western Maryland's oldest winery, will be selling fruit winds by glass or bottle for the benefit of the local ballet company, which will be performing al fresco among the ponds. Local farmers will be selling produce, and artists from the Frederick area will be showing their paintings. All in all, a festival anyone should enjoy -- though you must watch your step in the grass since a herd of Holsteins mows the turf at Lilypons.

Any time at all this summer Lilypons will be a delight, with its white and light pink lotus riding regally in the pools and water lilies ranging from white through red making shadows for the goldfish that live in the water. Goldfish are shipped from here all over the country and, in this happy environment, grow sometimes to two feet. Osprey, egrets and gulls enjoy the smaller ones. Bird-watching is an added attraction at Lilypons.

Lilypons' mail-order business offers bullfrogs at $25 a pair, and they abound, jumping from the grassy banks into the pools with a loud "auwark" at the approach of footsteps. Plenty of small water and garden snakes live here too, but there's not much call for them.

Both the Peter Pan Inn in Urbana and the Comus Inn in Comus are within easy driving for meals on a Frederick County trip. Both advise reservations, and the Peter Pan Inn has a new number -- 301-694-0010.