THE EASTERN Shore is a great place to bicycle, and now is a good time to go. Not only are the leaves beginning to turn, but the migrating waterfowl have arrived by the tens of thousands. You can map out a tour in just about any part of the Eastern Shore, but here's one we concocted that includes an early-18th-century church, a movie star's grave, a waterfowl sanctuary, a picnic by the Chester River, some nice country roads, a beautiful small college and a waterfront restaurant in historic Chestertown.

It's a leisurely, five-hour, 20-mile trip for people who like taking a lot of timeouts to look at pigs and listen to geese honking. It requires taking two cars, parking one in Chestertown and the other at Old St. Paul's Episcopal Church at Sandy Bottom -- about a six-mile drive from Chestertown on Maryland Route 20 toward Rock Hall.

Even as we parked one car in the parking lot of St. Paul's, a beautiful, mellow brick church built in 1713, we could hear the steady honking of the geese on the mill pond next to the churchyard. When we traipsed through the boxwood garden to the pond, we found not only at least a thousand Canada geese, but also a lot of wild ducks and a few herons.

The church is also a handsome sight. Set among towering oaks that were there when the church was new, it has a steep gabled roof; large, round stained-glass windows and bricks laid in Flemish bond. There's also a tiny vestry house, which dates from 1766. We read a lot of the 18th-stones with interest, but we were really looking for a 20th-century grave, that of actress Tallulah Bankhead, who often visited at her sister's nearby farm. We finally found the grave in the far corner of the new section of the cemetery, near the edge of the pond. The plain, flat tombstone reads only: Tallulah Brockman Bankhead, January 31, 1902-December 12, 1968. Alonside are the graves of her sister "Beadsie" and brother John.

Then with the pilgrimage accomplished, the cars strategically parked, the children strapped into bike seats and everybody's lunch in his or her own backpack, we took off. The first leg lasted only a few hundred yards. Heading right on Ricauds Branch Langford Road from the church, we made a left turn into Remington Farms, a game sanctuary run by the Remington Arms Corporation to demonstrate how field crops can attract game. The Remington folks must be doing it right, because there had to be at least ten thousand geese on the waterfowl resting pond. Many stay all winter, explained the caretaker's wife while her husband very kindly lent us an air pump. Others, she said, fly south when the local cornfields are exhausted.

We doubled pack past St. Paul's, following Ricauds Branch Langford Road up and down some rolling hills (contrary to myth, the Eastern Shore is not completely flat), stopping occasionally to moo at some cows and pick some sassafras. Some of us also stopped to examine a dead garter snake.

At the first big intersection, we continued straight onto Langford-Pomona Road. Overhead, geese flew in formation. To both the left and the right of us were the cornfields that attracted them. Most had already been harvested, but we couldn't resist borrowing one stalk to feed to some pigs we found in a pen after turning right onto Airy Hill Road. We spent a long break here, staring into little pig eyes and admiring animals smart enough to feed themselves by lifting the lids on the automatic feeder.

At the intersection of Route 289, we turned right and pedaled south about a mile to Route 661, Quaker Neck Landing Road. The cedar-lined, 2.2-mile rural road leads to an old steamboat landing that is now a public dock on the broad Chester River.There are lovely old frame homes in the little settlement, and the beach is a fine place to picnic and watch an oysterman work on his boat.

The road didnad anywhere else except back where we came from, but the scenery was pretty enough to look at twice. At the intersection with Route 289, we took a rest stop at the Bond Chapel, a Methodist church with interesting Victorian headstones. From there, we had to bike the five miles back to Chestertown along this route, which was busier than we like but pretty peaceful on a Sunday. We stopped briefly to admire an old log canoe in a boatyard and to glance at two 18th-century brick manor houses on the left side of the road. In Chestertown, we zipped around the campus of Washington College and surveyed the courthouse and Emmanuel Episcopal Church and the historic, restored homes on High Street and Water Street. We didn't linger too long, however, feeling the pull of our ultimate destination, the Old Wharf Restaurant. This was a great place to sit, sip the crab soup, watch the sailboats on the Chester River and wait for the car trip home. GETTING THERE -- From the Bay Bridge, take U.S. 50 to its intersection with U.S. 301, then take 301 north to Route 213, then left on 213 into Chestertown. To get from Chestertown to Sandy Bottom, take High Street through the town until it becomes Route 20; bear left and follow the signs toward Rock Hall. At Fairlee, watch for a sign to St. Paul's Church.