When you reach the yellow flashing traffic lights at the intersection of Route 20 and Rock Hall's Main Street, you have the choice of three directions to take. But, regardless of choice, the roads will lead to soothing water views.

It is this end-of-the-road kind of solitude that is increasingly attracting larger numbers of both "weekenders" and permanent residents to Rock Hall, at the southernmost tip of Kent County -- Maryland's smallest county.

"If you have an income, it's a good place to drop out of the rat race," said Terry Smith, a local businessman, retired Army officer and 14-year resident of Rock Hall.

The irony, of course, is that Rock Hall gained its peaceful outpost status only after completion of the Bay Bridge.

Before the William Preston Lane Jr. Memorial Bridge was built, Rock Hall had been one of the principal ferry departure and arrival points between the Chester River area and the Western Shore.

Founded in 1707, Rock Hall and its harbor saw the likes of George Washington and Thomas Jefferson as they passed on their way to Philadelphia from Annapolis.

And, for more than a century, steamers would shuttle passengers in high style between the Eastern Shore and Baltimore and Annapolis.

With the Bay Bridge, and America's love of the automobile, many of the Chester River's Eastern Shore towns, such as Rock Hall, found themselves left with only their watermen's roots and traditions. And, for many of the locals in Rock Hall, that was just fine.

And then, in the early 1980s, the Army Corps of Engineers arrived and dredged the harbor. Suddenly, Rock Hall harbor was once again the place to be.

Art and Mary Sue Willis found themselves figuratively and literally with front-row seats to the real estate development that ensued with the harbor's dredging.

The Willises, both of whom grew up in nearby Chestertown, wanted to stay within the Kent County area so their children could have the same experiences they had had and treasured.

When they arrived in 1977, they purchased a small marina on the harbor with just 20 slips. More than two decades later, their marina, the Sailing Emporium, has expanded along with more than half a dozen other marinas.

In short, "the dredging had a big impact on the boating industry," said Tom Williams, a Rock Hall native and real estate agent for Hogan's Agency.

"Before it happened, it was unusual to see anything larger than a skipjack. Now, the pleasure boaters have more or less taken over the marinas."

For many in Rock Hall, that has been a mixed blessing. While they welcome the influx of new money, they also fear the disappearance of the traditional waterman's way of life that gives the town its character.

Yet many, like the Willises, have found ways to accommodate the old and the new. For instance, in tribute to their Kent County upbringing, they built a house in the style of Old Kent County. And, in 1987, they purchased and subsequently restored Durding's Store, a Rock Hall Main Street landmark, to its heyday as a pharmacy and general store around the turn of the century.

Indeed, because of this last action, locals often credit the Willises with beginning the revitalization of Rock Hall's Main Street as a destination place for the "northern tourists."

Ironically, it is a designation that sits uncomfortably with both of the Willises.

"We didn't come here to be developers," explained Mary Sue Willis. "Rather, we came here as Kent County natives who wanted to continue a lifestyle we had grown up with.

"And, it was our love of the area which both kept us here and gave us the determination to help preserve the waterman's heritage that defines the town."

Tom Sabol, a Philadelphia real estate lawyer, and his wife visited the town in 1994 and subsequently bought and restored a small cottage on Beach Road that became their weekend getaway. Eventually they became permanent residents. Their purchase set the seeds for several commercial real estate purchases along a block of Main Street.

In his efforts, Sabol has been sensitive to the community's desire to preserve the aura of its waterman's heritage and traditions. Thus, in four short years, the America's Cup Cafe, Sabol's first commercial purchase, has become a central gathering place for Rock Hall's burgeoning eclectic population of local watermen, newer residents, weekenders and tourists.

Sabol's most recent effort, in collaboration with Tom McHugh, a Rock Hall local and Washington College professor, is the Mainstay, a nonprofit performing arts center.

Last year, the Mainstay was the center of Rock Hall's first annual performing arts festival, FallFest.

"The event was amazingly successful and featured a goodly amount of local talent," noted Anne Hennessy, a longtime resident who first came to Rock Hall as a child and summer visitor to her aunt's home.

After raising her family in Ellicott City, Hennessy remembered the quiet, slower-paced summers of her childhood and decided to relocate to Rock Hall for her retirement.

Her experiences and choices are typical of those who are coming to Rock Hall.

"More and more folks are buying properties for a second home which they plan to convert to future permanent use," said real estate agent Williams.

"They like the quietness and laid-back aspect of the town," he continued.

Williams added that the town boasts "a number of graduates from Washington College [in Chestertown] who've retired and come back here to live."

Eventually, the town's quiet peacefulness lures visitors who look at the town's slowly changing real estate landscape of older homes.

And, "every year when the tourists and weekenders all go home, 10 or 15 don't," Hennessy said. "And, they often take on an old house which they have picked up for $40,000 or $50,000 and restore it."

Indeed, the slowly increasing demand for properties in Rock Hall has revitalized one of the last developments of newer homes. Abandoned after its original builder went bankrupt, Waterman's Estates has new life after Tom Sabol and other local investors have begun the process of continuing the development.

But, don't expect the newcomers who purchase those new dwellings to change much in Rock Hall. After all, it was the town's heritage and quiet charm that brought them to the end of the road in the first place.

And, it is a heritage that all Rock Hall residents -- locals, newer residents and weekenders -- seek to protect.

In the words of one weekender who has become a permanent resident, "Rock Hall is a good place to raise yourself after you've raised your family."

Rock Hall

ZIP code: 21661

Commuting time to downtown Baltimore: 50 to 55 minutes by boat; approximately 2 hours by car

Public schools: Rock Hall Elementary, Rock Hall Middle School, Kent County High School

Shopping areas: Shops on Main Street

Points of interest: Waterman's Museum, Rock Hall Museum, Eastern Neck Island Wildlife Refuge, Rock Hall Park

Homes on market: 26

Average listing price: $92,939*

Average sales price: $88,017*

Average days on the market: 371*

Sales price as a percentage of listing price: 95%*

*Based on 28 sales in the last 12 months as recorded by the Metropolitan Regional Information System.