After a few years, Baltimore declared Avalon a failure and traveled to the Colony of Virginia, where he found the climate much more suitable and temperate, but was met with an unwelcome reception from the Virginians' government and ruling class.

The charter consisted of 23 sections, but the most important conferred on Lord Baltimore and his heirs, besides the right of absolute ownership in the soil, certain powers, ecclesiastical as well as civil, resembling those possessed by the nobility of the Middle Ages.

[4] Two vessels, The Ark and The Dove, carrying over 300 settlers, sailed from the harbour of Cowes, England, on November 22, 1633, arriving at just inside the huge harbor and bay (later to be named "Hampton Roads") at the mouth of the Chesapeake Bay, between Cape Charles and Cape Henry and passed off "Point Comfort" at the mouths of the intersecting James, Nansemond, and Elizabeth Rivers, in the colony of Virginia on February 24, 1634 (also later the site of the cities of Norfolk, Portsmouth and Virginia Beach on the south side and Newport News and Hampton on the northern peninsula).

After exploring the area, a few weeks later they sailed up the Potomac River, north of the Virginia shoreline and the southern border of their new colony and landed on the northern shore at Blakistone Island (later renamed St. Clement's Island) on March 25, 1634, erected a large cross, gave thanks and celebrated a Mass with Fr Andrew White who had accompanied them (later to be celebrated as "Maryland Day", an official state and local holiday).

Two days later, on March 27, they returned further south down-river near the point where the Potomac meets the Bay at what is now St. Mary's City, then the site of a Native American village of the Yaocomico branch of the Piscataway tribe, whom the paramount chief had moved away to accommodate the new English settlers, so as to take advantage of the trading opportunities of their more powerful technology: industries, weapons and implements, and they began the work of establishing a settlement there.

[5] Following his brother's instructions, Leonard Calvert at first attempted to govern the country in an absolutist way, but in January 1635, he had to summon a colonial assembly, which became the foundation and first session of the modern General Assembly of Maryland, the third legislature to be established in the English colonies after the House of Burgesses in the Dominion of Virginia and the General Court in the Commonwealth of Massachusetts.

Before he died, he wrote a will naming Margaret Brent (the sister of Giles and a future, historically famous planter, lawyer, and female advocate for women's rights) as the executor of his estate.

based in the Historic St. Mary's City research complex believe[citation needed] that Leonard Calvert is buried somewhere in St. Inigoes, Maryland.