ABOUT THE ONLY visitors not welcomed by the southern Maryland seaport of St. Michaels were the very foreigners who made it famous. Situated on the Chesapeake Bay side of the Delmarva Peninsula, the town has been greeting company by land and sea since around 1660. Today, the town named after Maryland's patron saint beckons you to picture the War of 1812 battle that earned it its enduring label as "the town that fooled the British."

Because it had become a major shipbuilding center for the U.S. Navy, a British fleet set sail to destroy St. Michaels in August 1813. Forewarned that the attack was coming at night, residents plotted a blackout, snuffing out all their lights -- and then lit lanterns high in trees to make the British gunners believe the town stood on a hill.

The trick worked, as the British aimed their cannons high above the real targets. The Americans suffered no casualties. The only building hit was the home of shipbuilder William Merchant. His red brick home (c. 1805) became immortalized as the Cannonball House because a British cannonball went through the roof and rolled down the stairs, frightening but not injuring Merchant's wife as she carried her infant daughter. The house, at 200 Mulberry St., a block off the only main thoroughfare through town (Talbot Street, Route 33) remains a private residence. Visitors still ask why the owners ruined a historic site by repairing the roof.

In back of the house lies St. Mary's Square, dedicated for public use in 1770, and around the square stand several historic buildings and remnants of two cannons used to fight the British in both the Revolutionary and 1812 wars. Note the St. Mary's Square Museum, a restored, 1860s-era Colonial home; its varied incarnations have included barber shop, judicial office and mortuary.

Back down Mulberry Street toward the harbor and across an alley you'll find Church Cove Park, named for the boaters who docked there as they attended nearby services. Two more cannons point at the Miles River as if they're still aiming at British invaders. They're there because in 1813 farmer Jacob Gibbons pulled a prank before the British attack: He loaded a boat with farmhands and sailed toward the town beating a drum, scaring the inhabitants into thinking the British were attacking. Gibbons subsequently donated a pair of cannons to the town to avoid being lynched by the outraged local militia. Those you see are replicas of the pair.

A few blocks away, at 412 Talbot St., you can see the 1805 home of the militia commander, Capt. Joseph Kemp, a shipbuilder. It is operated as an inn where Confederate General Robert E. Lee once stayed.

Along with many restored homes dating back to the 1600s, St. Michaels includes a collection of specialty shops among the churches and inns along Talbot Street. Check out the 1871 Victorian St. Luke's Methodist Church and the red brick Old Inn at the corner of Mulberry and Talbot, which started taking visitors in 1816.

St. Michaels is 70 miles by car from the Beltway. Take U.S. 50 over the Chesapeake Bay Bridge to Route 322 (Easton bypass). Turn right on Route 33 east to the town.

Here are some other sights to check out:

CHESAPEAKE BAY MARITIME MUSEUM --

On Miles River Harbor at the end of Mill Street. (Docking available for boaters.) 410/745-2916. Open daily 9 to 6 in spring and summer, 10 to 4 the remainder of the year. January through mid-March open weekends and holidays only. Admission $6 adults, $5.50 ages 65 and up, $3 children 6 to 17, free under 6. Besides exhibits on the bay, boatbuilding, steam power, waterfowl and the restored 1879 Hooper Strait Lighthouse, you can watch the ongoing restoration of the E. C. Collier, a 1910 skipjack. After 75 years of dredging oysters from the bay, the 52-foot vessel found a new home on land. The boat was named to the National Register of Historic Places as one of fewer than 30 boats of its kind left. Also on exhibit through August is "Chesapeake Reflections: The Photography of Constance Stuart Larrabee," shots of the area from the 1950s to the present. Upcoming events include a local artist forum this weekend, big band night from 7 to 10 July 3, ($5 admission); and Crab Day Aug. 7 with music, boat rides and crabs to eat.

PATRIOT CRUISES --

Miles River Harbor off Cherry Street (next to the Maritime Museum). 410/745-3100. Capt. Dave Etzel gives 90-minute tours of the Miles River on his 65-foot Patriot, retelling the local yore and pointing out historic sites. Tours leave (weather permitting) at 11, 1 and 3 daily April through October, weekends in November, by charter only in November and December. Fare $7.50, $4 under 12. Group discounts.

CHESAPEAKE BAY NATURE CRUISES & EXPEDITIONS --

Miles River Harbor. 800/344-3255. Marine biologists Robert and Alice Jane Lippson give ecology tours of the bay to small groups May through October. Full day cruises $120 per person; half-day cruises $80.

TOWN DOCK MARINA --

305 Mulberry St. 800/678-8980. Open 8 a.m. till dusk daily through November. A place to dock your boat, or rent a bicycle or boat. Bikes rent for $3 an hour ($5 for two hours, $9 for four and $14 for the day); tandems cost twice as much. Baby seats and children's bikes available. Four-person 15-foot outboard power boats rent for $99 (plus tax) for three hours.

CHRIST EPISCOPAL CHURCH --

Talbot & Willow streets. 410/745-9076. The 1876 Gothic stone church is open for tours from 1 to 4 daily.

ST. MARY'S SQUARE MUSEUM --

St. Mary's Square. 410/745-9561. The museum of local history is open 10 to 4 weekends May through October, by appointment other times.

MUSEUM OF COSTUME --

400 St. Mary's Square. 410/745-5154. The 1843 building houses seven rooms of dresses, hats and other outfits worn throughout American history. Included are Mary Todd Lincoln's pantaloons and a vest worn by Clark Gable in "Gone With the Wind. In back, an 1820s house is furnished in the style of the period. Both open weekends 11 to 5 and by appointment.

Charles Pekow last wrote for Weekend about Solomons Island.