Most Washingtonians who know the Maryland towns of Cambridge, Vienna and Salisbury think of them as places they creep through on long, frustrating journeys to Ocean City. Too many think of them simply as "drive-throughs." But these charming and historic towns in the southern half of Maryland's Eastern Shore offer unexpected and traditional attractions, even on the bleakest of winter weekends.

The starkly beautiful, flat landscapes of winter and the warm country inns provide a peaceful atmosphere that contrasts with the harried pace of an Ocean City summer weekend with its neon glare, fast food and congestion. Avoid the usual and explore the area's inns, excellent seafood, historic buildings, an unusual museum and a city zoo. All are worth a traffic-free trip across the Chesapeake Bay and the Choptank River.

It is an easy two-hour drive east on Rte. 50 to Cambridge, where a late Friday dinner at the renovated Cator House is a relaxing way to begin the weekend. The restaurant, at Gay and Muse Streets, across from the Cambridge Library, is a mansard-roofed mansion with a first-floor dining room and a second-floor seafood bar.

Choose a table on the enclosed front porch, which gives the place a faintly southern look. From this vantage point, you can see the flashing lights of "The Castle," the former National Guard Armory that's been turned into a roller-skating rink. (In the mid-1970s, the Maryland National Guard consolidated its Cambridge and Easton branches, leaving this massive stone structure empty. It's now a haven for area families and teen-agers.)

But you'll want to concentrate on your food, because the Cator House serves as elegant a crab bisque as you can find. It's a light, crab-meat-filled soup that's accented with just the right amount of sherry. The Cator House Doubler, filet mignon topped with a soft-shell crab, and the Crab Imperial also are superior. (We passed up the overcooked green beans.) The desserts were unusual -- hazelnut roll and walnut pastries -- but may be unnecessary after big dinners. (One note about charge cards: On the Eastern Shore, you definitely can leave home without your American Express card. Its blue sticker is absent from most doors.)

From Cambridge, it's just 16 miles south on Rte. 50 to Vienna and its Nanticoke Manor House, a Victorian bed-and-breakfast inn. Renovated and operated by the energetic Bill and Barbara Fearson, this 1860-era brick mansion is a favorite with bird watchers because of the abundant waterfowl on the banks of the Nanticoke River, just behind the inn.

The mansion -- which includes part of the home's original frame structure built in 1760 -- was in serious disrepair when the Fearsons bought it in 1978. It had been divided into apartments and had termites and sagging floors. Its four private rooms and two-room apartment have been restored by this hard-working pair, who for three years continued to commute four hours round trip daily to jobs in Baltimore.

They are friendly innkeepers and invite guests for wine and cheese in their double parlor, located at the base of a sweeping, three-story spiral staircase. All the rooms are decorated with vintage furniture, two of them have fireplaces, and most share a bath.

Bill Fearson has written an informative walking-tour brochure of the town for the county and state tourism offices; following it is a good introduction to tiny Vienna. Next-door to his inn is the town's original Customs House, which is under renovation. Across the street is the spacious Governor's House, named for Maryland Gov. Holiday Hicks, who lived there from 1829 to 1840. The Fearsons bought the 1790 structure in 1983 for their own residence and plan to have seven bedrooms available for guests by late spring.

Several of the historic Federal and Victorian homes along Water Street are in beautiful repair, but the rest of the town is quite ordinary. However, anyone accustomed to Washington real-estate prices would long for the four-story vacant mansion in the center of town, with marble fireplaces, 42 doors, a large lot and a price tag of $45,000.

Today these fine homes are virtually the only reminder that Vienna was once a prosperous town of merchants and watermen. But Barbara Fearson, busy with her rehabilitative efforts in Vienna, is helping to spread the word that, as she puts it, "there's life beyond Cambridge."

Once you cross the Nanticoke River, you leave Dorchester County for Wicomico County. Twenty miles south on Rte. 50 is historic Salisbury. If you want to continue walking, the Salisbury Zoo is a charming collection of animals in natural habitats in the city park. Open 8 a.m. to 4:30 p.m. every day but Thanksgiving and Christmas, the zoo features bears, Chincoteague ponies and many swans, geese and ducks. (Admission is free, but there is a donation box.)

Part of downtown Salisbury has been turned into a mall. Try lunch at Benson's, in the City Center building. Open since February, it has been imaginatively created from the former Benjamin's Department Store. It is an inexpensive restaurant designed in a mix of Art Deco and Art Moderne styles, with beige, mauve and chrome accents in sunny, plant-filled rooms. From fettuccine alfredo at $3.75 to an Eastern Shore omelet with crab and asparagus at $3.25, the prices and food in this soup, salad, quiche restaurant are good.

After lunch, walk up the plaza and look around the corner at the Victorian Gothic style of the Wicomico County Courthouse. The tower clock adds a special elegance to this notable 1878 brick building.

Just north and across Rte. 50 lies a surprising residential district that resembles some of the best of San Francisco, Denver and other enclaves of Victorian architecture. From Division Street to Isabella and Elizabeth streets, every other house has turrets, gingerbread, wrapped porches and fresh paint.

For those with 40 minutes to spare, it's a lovely walk through these streets. As the first part of the city developed after the Salisbury fire of 1886, this section is known as the Newtown area, and a walking tour is held here each May, with many homes open to the public.

Going north through Newtown along North Division Street, take a right on Elizabeth Street to see Poplar Hill Mansion (117 Elizabeth), Salisbury's oldest dwelling. This Federal period beauty was built around 1795 and is on the National Register of Historic Places. It is a popular spot for weddings and other social events.

To see the city's famous monument to waterfowl, drive from the city center south on Rte. 13 to Camden Avenue. Take a right to the Ward Foundation's North American Wildfowl Art Museum.

Housed in Salisbury State College's Holloway Hall, the college's original building, the museum displays a full range of wildfowl carvings, from the earliest decoys used for hunting to the lifelike art of modern carvers. The museum's balcony exhibit traces the history of decoys, beginning with a reproduction of Indian-made decoys of a thousand years ago, to the crude decoys of the early settlers and the simple, utilitarian efforts of the early 20th century.

Shotguns and boats used by hunters, including several long since outlawed, hang from the balcony. Period photographs show hunters next to Model T's filled with dead birds. A 1918 law prohibited the sale of game and put an end to the excessive waterfowl harvests. The commercial hunters became guides for sport hunting and many turned to decorative decoy carving.

The work of Lem and Steve Ward, of Crisfield, represents the extraordinary transition of the art of carving wildfowl during this century. The Ward brothers were barbers who began carving decoys between haircuts in 1918. These early decoys, which sold for a few dollars per dozen, now can command $2,000 per decoy and up. Over time, the Ward decoys looked more like real birds as their artistry grew.

By 1960, carvers were seldom making decoys designed to trick birds into likely death and were almost exclusively producing decorative carvings celebrating the beauty of the wildfowl.

The main floor of the museum includes a replica of the late Ward brothers' Crisfield work shack, along with a videotape interview of Lem Ward, who died last summer. The central area is dominated with the award-winning work of the decorative arts they helped inspire. It strains the imagination to think that these animals are carved from wood. Even on close inspection, they radiate life.

A fine gift shop attached to the museum offers a selection of decoy carving kits, nature books and other wildfowl items. A wildfowl exhibition is held here each October, and a carving competition takes place each April.

Before leaving this section of town, you'll want to paw through nearby Henrietta's Attic, at 205 Maryland Ave., a store packed with collectibles, antiques and used books. It specializes in Maryland history books and children's toys and books. It is closed on Sundays.

A special treat for political buffs is located in the next town south on Rte. 13, Fruitland, where Maryland's tradition of election houses is preserved. These tiny buildings were built by rural communities for the sole purpose of providing a central voting site. From mid-April to early October each year, Nutter's Election House Museum in Fruitland exhibits political memorabilia from national, state and local elections.

The museum is housed in a one-room election house, the last building in Wicomico County built and used solely as an election house. It was in service from 1938 to 1976. It now sits behind Fruitland's water treatment plant. John E. Jacob, a Salisbury lawyer who serves as its curator, has collected a fine selection of material, including 19th-century silk banners and modern-day buttons and bumper stickers.

Continue south on Rte. 13 for 10 miles to Somerset County and the town of Princess Anne. The Washington Hotel, on Princess Anne's main street, has been operating continuously since 1744. There are six remodeled rooms and four old rooms; we recommend the latter. The recent compromises have added modern comfort, but at some cost in authenticity and charm. The renovated rooms have new, lower ceilings and modern furnishings, but for the antique feel of a country inn, stay in the rooms with washbasins and wooden rockers.

The hotel is run by Mary Murphey, who inherited the property from her parents and has lived there for more than four decades. The lobby, dining room and older bedrooms are distinguished by lovely, massive wood antiques.

The hotel restaurant, run by Murphey's son, Robert, takes no reservations, so be sure to let the Murpheys know ahead of time when you'd like to eat. There is one overwhelming reason to eat there: excellent seafood in enormous quantities. Ignore the vegetables and all other dishes and concentrate only on the seafood. Try the exquisite oysters (14 delicately fried Virginia-side-of-the-bay morsels) for $7.95 or the seafood platter, whose trout, scallops, oysters, clams, shrimp and crab cake give a good name to this usually over-battered menu offering. This is pure, unadulterated heaven for seafood lovers, and you'll want to take a late-night stroll as penance.

But there is good reason to eat heartily; Sunday morning breakfasts in Princess Anne can be a problem, since the hotel restaurant is closed. Peaky's, on Rte. 13, one half-mile north of town, has a modestly attractive dining room but serves run-of-the-mill, pre-packaged food. Prices are low, but we suggest you bring an apple to eat while exploring Princess Anne on foot.

There is a turn-of-the-century Georgian county courthouse on the corner, just south of the hotel, and several streets of sturdy Federal homes that seem vast by Washington standards. The Manokin Presbyterian Church (1765) and the St. Andrew's Episcopal Church (1770) still are serving worshippers after more than two centuries.

Take Rte. 13 south for five miles and then branch to the right on Rte. 413 to Crisfield, a gritty, working town on the southwestern tip of Somerset County. Those interested in exploring Smith or Tangier islands can catch the mail boat (301-968-2338) at the city wharf. (It takes passengers from Memorial Day until October, but this year it ran through November because of good weather.)

Lunch at the Captain's Galley Restaurant is an essential stop. It's at the base of the wharf, and yes, there's more good seafood. Its crab cakes are winners of national, regional and our acclaim. They're expensive (two large cakes for $9.95), but contain none of the extenders that ruin many so-called Maryland crab cakes, nor are they heavily fried. The oyster stew ($3.25) also is a deserved attention-getter. Take a table at the water's edge and watch the fishing boats.

Begin the trip home by stopping again in Princess Anne to see the Teackle Mansion, which is open only on Sundays, 2 to 4 p.m. It is located on Mansion Street at the foot of Prince William Street, right around the corner from the Washington Hotel, and a donation of $2 is requested.

Built in 1801 by Littleton Dennis Teackle, a banker, educator and important Maryland political figure, the mansion's 200-foot facade is modeled after a Scottish manor house that Teackle admired. Its symmetrical balance extends to the extensive boxwood garden in the back.

There is an open-hearth, seven-foot brick fireplace in the large kitchen that is used to prepare authentic dishes of the early 1800s during special luncheons and dinners at the mansion. The sections of the home now open to the public have been reconstructed with care. As with the Nanticoke Manor House, it had been divided into apartments but is now furnished as a single home, with period pieces and local memorabilia.

Try Maryland's Eastern Shore in the winter. This area provides an array of surprises that the beach-bound summer tourist inevitably ignores. The less-than-three-hour return trip from Princess Anne to Washington is a special delight for anyone who has experienced the headache-producing traffic of summer.