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50 miles S of Washington, D.C.; 45 miles S of Alexandria; 50 miles N of Richmond

Fredericksburg provides a lesson in American history, especially the Colonial and Civil War eras. Its quaint downtown -- a 40-square-block National Register Historic District -- is well worth your time. In addition to its historical attractions, the district has a college-town ambience thanks to the University of Mary Washington (tel. 540/654-2000; www.umw.edu), whose Colonial-style campus is 8 blocks west of downtown via William Street.

The town came into being in 1728 as a 500-acre frontier settlement on the banks of the Rappahannock River. George Washington spent his formative years across the river at Ferry Farm, where he supposedly tossed a coin across the Rappahannock and never told a lie about chopping down the cherry tree. His mother lived out her life in a house he purchased for her on Charles Street, and she is buried on what was then Kenmore Plantation, home of his sister, Betty Washington Lewis.

Fredericksburg was a hotbed of revolutionary zeal in the 1770s, and many of its citizens shed both blood and treasure during the War for Independence. Thomas Jefferson, George Mason, and other founding fathers met here in 1777 to draft what later became the Virginia Statute of Religious Freedoms, the basis for the First Amendment guaranteeing separation of church and state. James Monroe practiced law here before spending his final years near Jefferson at Charlottesville.

Equidistant from Richmond and Washington -- the two rival capitals -- the Fredericksburg area was one of the Civil War's biggest bones of contention. The two sides fought a major battle in town and others nearby at Chancellorsville, The Wilderness, and Spotsylvania Courthouse. Stonewall Jackson was mistakenly shot by his own men at Chancellorsville; his amputated arm is buried at Ellwood Plantation. Clara Barton and Walt Whitman nursed wounded Federal soldiers in Chatham mansion, just across the river. Cannonballs embedded in the walls of some prominent buildings, as well as the graves of 17,000 Civil War soldiers, are grim reminders of that tragic era. The battlefields are now part of a national park.