Burlington, Wisconsin, about 80 miles north of Chicago off I-94 and a comfortable hop from Lake Geneva on Highway 36, is a pleasant city of 9,000 whose chief claim to fame is the big Nestle chocolate factory on Pine Street. Unfortunately, the only time Nestle operates an outlet store for the public is during the annual Chocolate City USA festival, a weekend-long music and pig-out exposition, scheduled in 1991 for May 17 through 19. That is, in fact, the very best time to visit Burlington, but it’s worthwhile almost anytime, with a little advance planning. For more information about the chocolate festival, contact the Burlington Area Chamber of Commerce, 140 E. Chestnut St., Burlington, WI 53105, 414-763-6044.

With several lakes within the city limits and two rivers–the Fox and the White–running through town, water sports are an attraction. Brown’s Lake has picnic tables and a nice sandy beach (it’s part of the Racine County park system, and there’s a nominal entry charge). There’s also a full-service marina, South Shore Marina, at 30976 Weiler Road; call 414-763-8584. A water-ski show is performed by the Aquaducks in Brown’s Lake at Fischer County Park every Saturday night at 6 from Memorial Day to Labor Day. Admission is free; call Jim Findlay at 414-763-9016 for details. There are hiking and biking trails, the latter running along an old railroad bed and tying in with the Racine County bicycle-trail system; the country is just rolling enough to be interesting, but not so hilly as to be really strenuous. Strollers might enjoy the walking tour of historic Burlington, which meanders by most of the significant sights in town. A printed guide with details on 22 historic spots is available from the chamber of commerce, as is information on biking and hiking trails, 414-763-6044.

There are several quirky museums in town; all require you to give them advance notice most times of the year. Teacher Place & Parent Resources, at 492 N. Pine, is the site of the Spinning Top Exploratory Museum. Judith Schulz, the intense owner of this one-woman operation, puts on a 75-minute show, which includes videos and demonstrations of some of her 1,000 antique and modern tops, 35 of which can be held or spun by all attendees. If you catch her enthusiasm, there are 120 types of tops for sale–including flipper tops, which turn over and spin on their handles, and others that create assorted optical illusions. The cost is $2.50 a person, by group appointment or reservation on regularly scheduled dates; call 414-763-3946 or 414-728-5623.

The Burlington Liar’s Club was founded on a lie. Back in 1929 a Burlington reporter, Otis Hulett, fabricated a story about an annual contest to pick the best lie of the year to fill some dead space during the slow news time between Christmas and New Year’s. The story was picked up by the Associated Press, and the fiction eventually grew into an actual organization. The original cost of joining was a dime and a lie; inflation has pushed the price up to a buck and a lie. Officers of the club still meet to choose the year’s best fabrication, and award a parchment certificate to the biggest fibber. The winning lie for 1989, from Mary B. Lathrop of Garden City, Kansas: “My mother gave me a slow cooker for Christmas. It cooks so slow, the bean soup sprouted.” The Liar’s Club museum (you’ll need to call ahead to get in) is housed in a tiny former pumping station (the pipes and gauges in one corner are labeled “The First Lie Detector”) at 240 Pine St. and presided over, on request, by Don Reed, a cheerful retired newspaperman. You may be content simply to walk the “Tall Tales Trail,” checking out the championship lies printed up and put in store windows along a route that frequently coincides with the historic Burlington walking tour. Call Reed at 414-763-3341 for more information.

Reed is also the contact for the Whitman School, a recently–and lovingly–restored one-room schoolhouse dating from 1840. Moved from its original site in downtown Burlington to Schmaling Park, at Sheldon and Beloit streets, it now has reproductions of authentic two-seat desks (complete with scuff marks on the bases), slate blackboards, and a map of the United States dating from 1846, two years before Wisconsin became a state. Also worth seeing, for history buffs, are the Historical Society Building, at Jefferson Street and Perkins Boulevard, and the Log Cabin Museum in Echo Park. The buildings are all open on Sundays and holidays during the summer from 1 to 4 PM and other times by appointment. Contact Henrietta Vande Sand at 414-763-3756 for details.

Wisconsin’s oldest–founded in 1932–amateur theater company, the Haylofters, is housed in the Malt House Theatre, 109 N. Main St., a thick-walled converted brewery. As a theater, the building has some problems–like no wing space at all (the actors have to go outside and up a fire escape to make their entrances) and rest rooms that are outside and down a flight of stairs in one of the brewery’s outbuildings. But the performers are enthusiastic. The tunnels beneath the buildings, constructed to cool beer, are reputed to have been part of the Underground Railroad. Plays and musical comedies are presented three seasons a year; the most recent offering was Godspell. Information about shows and tickets is available at 414-763-9873.

Two galleries in Burlington–the Glass House Gallery, 100 S. Calumet St. (414-763-5646), and Midwest Wildlife Galleries, 224 E. Chestnut St. (414-763-1717)–offer the work of well-regarded local artists. The star in town is Earl Gustaveson, who specializes in paintings of Wisconsin wildlife (sometimes framing the image of a fish with the lure one would use to catch it, or using a feather from a pictured bird) and southwestern scenes; his work is featured at the Glass House.

There are a couple of motels in town, and, for campers, the Meadowlark Acres Family Campground, 346 North Road, 414-763-7200. The definite standout in accommodations, however, is the Hillcrest Bed and Breakfast Inn, 540 Storle Ave. Said to have the best view in Racine County, the splendid house was completed in 1909. The personable Karen and Dick Granholm bought the house in 1988, painstakingly restored it to its former glory, and opened it as a bed and breakfast last year. There are three second-floor bedrooms available for guests; the Granholms sleep in the fourth. One, with private bath, is $65 a night; two others (one with a king-size bed, the other furnished with antiques) share a bath and go for $50 a night. (There’s a 10 percent discount from November through April.) A full breakfast–fresh fruit, muffins or croissants, and a main dish–is served at the convenience of the guests, in their choice of locations: on the veranda or the upstairs porch, with their splendid views of the White River, in the kitchen, or in the formal dining room. The Granholms join their guests for breakfast and an evening libation and are available anytime for advice about places to go and things to do. The house has central air-conditioning and is beautifully furnished with Victorian and country motifs. Not allowed: smoking, pets, or children under 12. For more information or reservations call 414-763-4706.

There’s a good selection of restaurants in the area. Two not technically in Burlington, but just four miles or so north in Rochester, offer diners views of the Fox River and its waterfowl. Gabby’s Restaurant & Lounge (705 Front St.) has good Reuben sandwiches and some nice soup-and-sandwich specials for lunch (check out the navy-bean soup, which has spicy sausage bits in it as well as ham); Friday-evening specials include an all-you-can-eat beer-batter fish fry for $5.50 and all-you-can-eat french-fried shrimp for $6.95. They have fish, steaks, and chops, as well as a children’s menu, all reasonably priced. For reservations call 414-534-5400. Nearby, at 401 Front St., is Steve’s Wisconsin Club, 414-534-5193, which has an eclectic decor that includes old photos, bottles, bowling pins, and numerous decorative black-and-white cows. It has some Cajun entrees and more conventional fare (the cranberry chicken was quite good), most priced in the $10 to $12 range. In summer Steve’s offers 45-minute cruises of the Fox River aboard a 30-foot pontoon boat (“Steve’s Wisconsin Tub”), stocked with hors d’oeuvres, at $5.25 for adults and $3 for children 3 to 12; toddlers may stuff themselves gratis. Dinner cruises (with a choice of entrees) are also available, as are all-you-can-eat fish boils. (The boils are available in the spring and fall only.)

After dinner Adrian’s Frozen Custard, 572 Bridge St. (414-763-8562), is without peer. Locals like to get a cone or cup of this exceptionally creamy soft-serve before or after one of the regular concerts by the Burlington Kiwanis Civic Band, held in the old-fashioned bandstand across the street in Echo Park weekly throughout the summer. For a schedule, call the chamber of commerce (414-763-6044) or look for the ad in the weekly Standard Press. Other recommended eateries are the Town Fryer Restaurant, 116 N. Main St. (414-763-9940), also run by the Adrians, a family restaurant serving breakfast, lunch, and dinner; and the Foxville Restaurant, 141 N. Pine St. (414-763-5252). “You can eat yourself silly for a couple of dollars,” says one longtime resident, who particularly commends the pecan Belgian waffle. For a good cheap breakfast, check out the funkily decorated clubhouse at the Brown’s Lake Golf Course (3110 S. Brown’s Lake Drive, 414-763-6065), where you can get one egg and toast for a buck, two pieces of French toast for $1.30, and endless coffee and a homemade doughnut for 81 cents; they also have a nice variety of inexpensive lunchtime burgers and sandwiches. Campers and creative picnickers should investigate Fox Liquor, 216 N. Main St. (414-763-4744), which boasts a cellar containing 250 kinds of wine from 14 countries.