ROBERT E. Lee slept at the Smithton Inn but we did not, kept awake by the plunk, plunk, plunk of a leaking gutter and the crack and rumble of a spectacular dawn thunderstorm.

We had left Washington at 7 p.m. to avoid the day bridge traffic, so it was dusk when we drove down the main street of St. Michael's, Md., looking for the white brick house that had recently been converted into an inn. It was impossible to miss, pale in the fading light, its windows lit by the flicker of electric candlelight. In the momentary quiet of the town, it might have been 1805, the year the house was built. The owner had warned us be would be out, so we picked up the keys where he had left them, found the door with our name on it and stepped through time into a room with a brick floor, a four-poster rope bed covered with a log cabin quilt, a working fireplace, a cradle, an antique washstand, and candles everywhere, in sconces and candelabra, ready to replace the electric glow of the candlelights.

"It's an inn for romantics and readers of Early American Life," the owner said, describing the type of people who come to spend the weekend in the six rooms.

"I felt as though I were stepping into my fantasy," sighed another guest.

Though each room has a half bath, the shower is down the hall and, lest we had come unprepared, the owner had provided an oversize nightshirt to keep us modest in our passage.

From the Inn it was an easy walk down Talbot, the main street of St. Michael's, past antique stores and craft shops, past the town hardware store whose window mysteriously features a life-size dummy wearing a kilt. Turning right on Cherry Street, we walked down to Navy Point and dinner at the Crab Claw Restaurant.

What you see is what you get and what you see everywhere are crabs -- piles of them being sorted for size, steamed in steamers, cracked open with hammers while the guests wash them down with pitchers of beer or paper cups full of frozen daiquiris. Upstairs there are windows overlooking the water and the slight stuffiness of an enclosed room on a hot night.Downstairs is better, a covered porch open to the water, tables covered with paper, and people in shorts and sneakers concentrating on wresting the meat from a pile of Chesapeake Bay blue crabs. Order a dozen medium ones for $12 or the large for $18. There are other things to eat, but the steamed crabs are best.

The restaurant is open March through November (11 a.m. to 10 p.m. upstairs and noon to "whenever" down) and closed Mondays except holidays. No credit cards.

As you eat, a boatman motors back and forth, ferrying dinner guests between boats and restaurant. "To attract my attention, honk twice," he explains.

Afterwards we went on to The Inn at Perry Cabin, a beautiful old house on Fogg Cove whose dining rooms overlook the Miles River. Priced beyond our means with rooms ranging from $90 to $120, it was a pleasant spot for an after-dinner drink. It was also the location for the 1928 silent film, "The First Kiss," with Fay Wray and Gary Cooper, though no one was able to tell us exactly where this historic buss took place.

Then back to the Smithton Inn and so to sleep. Or not to sleep as the plunk, plunk of the gutter dripped endlessly. My companion, growing crazed by the noise, took matters into his own hands. Or, rather, what he took into his own hands were all our towels, which, one by one, he tossed out onto the porch roof in an attempt to blot out the sound. The fourth towel worked, giving us a chance at sleep and two washcloths to take to the shower.

Then came the thunderstorm and then it was morning, time to tour The Town That Fooled the British, as St. Michael's calls itself because once, during the War of 1812, it defeated an attack by the British Navy. (Aug. 10, 1813, in case you celebrate things like that.) "It claims, " said my companion, who is British and was testy after a hard night throwing towels down the roof.

You can visit the small and charming town museum on St. Mary's Square, where a note in the pitched-roof bedroom assures you that "Miss Emma Sewell has just gone to the Post Office and will be back shortly," or have lunch at Longfellow's on Mulberry Street, on the glass-enclosed porch overlooking the harbor. (On Sunday brunch is served between 10 a.m. and 2 p.m.)

You can visit the Chesapeake Bay Maritime Museum at Navy Point, a 16-acre complex of restored buildings, including an old, stilt-legged lighthouse, which traces the history of the bay and its tradition of boat building. Open daily from 10 a.m. to 5 p.m. in the summer and till 4 p.m. in the winter, the museum is open Saturdays and Sundays only from January through March.

You can buy a picnic lunch complete with wine at the Village Shop across the street from the Smithton Inn and take it with you on the 10-minute ferry ride to Oxford, across the Tred Avon, where you can stroll the streets of that pretty town, eat your picnic on the small public beach or rent a boat and search for a deserted inlet.

The Smithton Inn's desire for authenticity precludes air conditioning, so summer is probably not the best time to visit. The muggy air can make it hard to sleep and the open windows let in the sound of morning traffic, making early to bed, early to rise less a virtue than a necessity. A previous guest, distressed by the rumble of trucks driving past, had sent the owner a pair of ear plugs.

Fall (when the inn brings out its feather beds) or even winter would be better, when you can watch the waterfowl fly overhead and the swans land on the frozen harbor and do a surprised skid across the ice. Then you could return to your room, light a fire in the fireplace, set all the candles aglow and try to remember what year it is.