The Bain rises in the Lincolnshire Wolds at Ludford, a village on The Viking Way long-distance footpath, and flows through or past the villages of Burgh on Bain, Biscathorpe, Donington on Bain, Goulceby with Asterby and Hemingby before reaching the town of Horncastle where it is joined by the River Waring, which rises at Belchford, 5 miles to the north east of Horncastle.
After leaving Horncastle, the Bain flows through the villages of Kirkby on Bain, Coningsby and Tattershall, and joins the Witham at Dogdyke. In the late eighteenth and early nineteenth centuries, and after protracted negotiation, a group of venture capitalists led by Sir Joseph Banks canalized the Bain between Horncastle and the Witham. The Horncastle Canal opened in 1802 and was an important goods route before the coming of the railway. It is no longer navigable, but is used extensively by anglers, canoeists, and naturalists.
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