Three hundred years ago, King Charles II chartered this small Patuxent River fishing town in the eastern knuckle of Charles County as a gift to Benedict Leonard Calvert, son of the fourth Lord Baltimore.

In 1814, the British returned to launch their 38-mile march to burn the capital of the United States, leaving their ships on the Patuxent.

But today, all quarrels forgotten, the town of Benedict recalled with pride its colonial origins and all the years in between.

Folk songs from the "Over the Hill Gang," a band featuring string base, guitars, pot-fiddle and musical saw, rang out over the exhibits of life in Maryland through the centuries.

Along the bank of the river, Maryland log canoes bobbed in the water. Al Lavish, who builds boats with volunteers from the Calvert Marine Museum on Solomons Island, observed: "There aren't any more boats on the bay like this and there used to be thousands."

William Diggs, a historian and consultant to the Charles County board of education, displayed what he called a "200-year-old breakfast"--a cornmeal grinder, waffle grill and sausage maker--and impressed upon two visitors from Tennessee and California the unsung virtues of the bovine heroine of America, who provided meat, clothes and transportation to the early settlers.

"How seldom do books . . . carry a wholesome respect for the cow?" he said.

Photographs on display in the firehouse garage revived the old Messick's Hotel, the 1962 "Miss Oyster Queen Fire Department Parade," and the wreckage left by Hurricane Hazel in 1954.

Residents talked about their town's brief tenure as a gaming center in the 1950s and 1960s, when tourists flocked here to play the slot machines at Benedict's waterfront restaurants and bars.

Betty Procter showed Seminole dolls and Iroquois healing masks, and the kinds of foods that the Indians had traded with the first settlers of Benedict.

Procter, a member of the Piscataway nation, the state's last active Indian tribe, said that she travels to schools in Prince George's County and to festivals such as this to explain the old way of life that she estimates no more than 100 people still live in the Brandywine area.

"So much is intertwined," she said, looking at the colonial costumes, Civil War uniforms, Indian dress and Bermuda shorts around her, "you begin to wonder where it came from."