If St. Michaels is sometimes considered the Ocean City of Talbot County for its summer traffic and commercial orientation, then tiny Oxford may be its Rehoboth. Far quieter than its northern cousin, Oxford possesses a grace and charm that St. Michaels sometimes lacks. It's these qualities that have made Oxford fans of many world-weary Western Shore urbanites, including former game show host and Nixon speechwriter, Ben Stein.

Boom and bust

Oxford was founded in 1683 and served as a busy, vital port in the 17th and 18th centuries. Its early residents included Robert Morris, Jr., known as the "financier of the revolution" and Col. Tench Tilghman, Gen. George Washington's aide-de-camp.

While Morris, Tilghman and their brothers-in-arms helped drive the British from the colonies, their success actually hurt the town. After the revolution, trade with England dwindled and Oxford's importance as a port declined.

This boom and bust cycle was repeated approximately a century later, after the Civil War. The then-prosperous seafood industry, fed by the bay's seemingly endless supply of oysters, brought some bustle back to Oxford before it waned in the early part of the 20th century.

These two periods of prosperity are reflected in Oxford's architecture. Victorian gingerbreads coexist with colonial brick and clapboard homes throughout the town.

History buffs will want to hit the Oxford Museum, which displays historic photographs as well as farm and watermen's implements in a building that once housed a soda fountain. Down beside the ferry dock, a replica of the 1787 Oxford Customs House is manned by informative docents who will be able to answer many questions about the town's three centuries of history.

But Oxford is far from a history museum. Today, approximately 800 residents live on the town's seven-block-long peninsula between Town Creek and the Tred Avon River. A few still make their living off the bay as watermen or by working in one of Oxford's five marinas. But many are urban refugees, who have found a peaceful retreat with some surprisingly cosmopolitan shops and restaurants that reflect their tastes.

"The '70s was when it really started to change," says Eddie Cutts, Jr., who moved with his family from Long Island to Oxford in 1965. Now in his mid-50s and running the family shipyard on Town Creek, Cutts has few regrets. "It was a great spot to grow up."

Equal opportunity water

For those of us not lucky enough to live where every street dead-ends at the water, the Oxford-Bellevue Ferry offers a popular gateway to the town. It is believed to be the nation's oldest privately owned ferry (like the town, it traces its roots to 1683). The 10-minute crossing makes a nice nautical interlude for day-trippers and a shortcut to and from St. Michaels. You can even leave your car in Bellevue and cross on foot, as Oxford is an ideal location for a walkabout.

The ferry deposits you at the foot of Morris Street. To your left you'll see The Strand, a collection of some of the town's most stately homes.

The beach located in front of this strip of impressive dwellings is open to the public. Unlike much of the Chesapeake Bay's shoreline, Oxford offers a number of ways to access the water without trespassing. The town boasts three public beaches, two along The Strand and a third in a tree- and swingset-filled park on Morris Street.

Shopping opportunities

Oxford's array of shops is also welcoming. The Oxford Mews offers a little bit of everything "nonessential" as its sign proclaims. This includes cookbooks, sweatshirts and canvas bags.

Those looking for some historical treasures will want to stop in the nearby Americana Antiques, for its impressive collection of American furniture, paintings and silver from the 17th, 18th and 19th centuries.

On the other side of the peninsula, Silent Poetry displays local art, china and crystal in a converted home. Just around the corner is the Crockett Bros. Boatyard whose ships' store caters mostly to the yachting set but does stock some things of interest to landlubbers, including T-shirts, books and painted Oxford plates.

Serious boat lovers will find much to ogle at Cutts & Case. The shipyard, run by the Cutts family since the mid-1960s, is today a center for wooden boat building and restoration. But with prices beginning at around $70,000 for a small, custom sailboat, you might have to satisfy yourself with just looking.

Picnic tables and white tablecloths

If you're hungry, continue the nautical theme with some seafood at Schooner's Landing. The bar and restaurant offers a waterside deck from which diners can watch passing boats. The menu and surroundings are unpretentious, "We want to reflect that you're eating off a picnic table, not a white tablecloth," says part owner Don Smith.

Pope's Tavern occupies the spot that Pope's Treasures antique shop use to in the Oxford Inn on the edge of town.

For fine dining, nearby Mathilda's is run by the husband and wife team of general manager Jorge Alvarez and chef Emily Harris. This intimate bistro which seats 36 turns out gourmet dishes like seared tuna loin with goose liver and a horseradish mustard sauce as part of a rotating menu that changes every two weeks. Latitude 38, at the edge of the road to Easton, is another favorite of those seeking some epicurean fare.

The Robert Morris Inn, once home to one of the revolution's biggest financial backers, is best known for its crab cakes, which "Chesapeake" author James Michener called the best on the Shore.

Finally, for do-it-yourselfers, picnic fixings including wine and ice cream are plentiful at the Oxford Market. To eat alfresco, just collect your goodies and cross Morris Street to the village green and its small beach.

A room with a view

Oxford's charms can be beguiling. If one day isn't enough to get your fill, both the Oxford and Robert Morris Inns offer rooms in the $100-$200 a night range. A more luxurious option is the Combsberry Bed and Breakfast. For $250-$400 a night, guests in the inn's seven rooms enjoy an English-style country estate built in the early 18th century.

Another romantic spot lies closer to Oxford's core. The Sandaway Lodge is run by the Robert Morris Inn, but offers an alternative experience. It is a grand, Dutch colonial complex at the town's northwestern tip. Here, on two green acres with a private beach, guests can feel like latter-day Jay Gatsbys and Daisy Buchanans, sipping cocktails as the sun dips toward St. Michaels.

With only eight or so miles of marsh and river between them, Oxford and St. Michaels are close siblings. Oddly, though, while Oxford has done less of the growing, it feels more mature.

From the generosity of its public beaches to the grace of its shaded streets, Oxford is comfortable as it is, and is a welcome place to take refuge from a world forever trying to become something else.