It follows the Lincolnshire Wolds over the AONB through Caistor, crossing the A46, and Horncastle, crossing the A158. It follows the River Bain into Woodhall Spa along a former railway, now the "Spa Trail". It heads north-west through Stixwould, Southrey, Bardney, Stainfield, before reaching Fiskerton where it follows the south side of the River Witham towards Lincoln due west. It used to run alongside the river on "Waterside South" and then down "Canwick Road", but was diverted in around 2002 to take a detour near Washingborough over the river.