In Roman times, Cirencester was the second largest town after London.
Nowadays, you can still see its Roman roots in the remains of an abandoned 8,000 seater amphitheatre to the west of the town, which back then was called Corinium.
There's lots more to see when you browse through the collections at the Corinium Museum, which is chock full of Roman antiquities.
Every Monday and Friday, the town's Charter Market comes to life. One of the oldest in the country, its independent stalls are sheltered by colourful painted buildings, all made with Cotswold Stone.
Built by money from the local wool trade in the 15th Century, the Parish Church can be found here in the historic hub of the town.
You can also enjoy a picnic and Pimms while watching a game at Cirencester Polo Club. One of England's oldest clubs, members of the Royal Family, including Princes Charles, William and Harry, have all played chukkas here.
If you'd prefer some action on the water, head to the Cotswolds Water Park for watersports, walking and wildlife.
You'll probably know Stratford upon Avon as the birthplace of William Shakespeare.
It's difficult to ignore his influence on the town, whether you're visiting the Holy Trinity Church, where his birth and death were registered, or Anne Hathaway's Cottage and Gardens, his wife's family home.
You can even watch his work come to life at the Royal Shakespeare Company Theatre down on the river, where they perform different plays each year.
And while there's no denying the Bard's presence, you'll find plenty of other things to do here too, like cruising down the River Avon by narrowboat or taking a riverside walk along its banks.
If you want to delve a bit deeper into the town's history, a tour guide will happily take you round the sites.
Alternatively, you can visit the Grade-I listed mansion turned art gallery, Compton Verney. And don't miss the grounds while you're there - they were originally landscaped by Lancelot 'Capability' Brown.
The cathedral city of Worcester on the banks of the River Severn is crammed full of historic buildings.
Worcester Cathedral was King John's favourite, so much so that you'll find him buried there, along with Prince Arthur, older brother of Henry VIII.
The Tudor influence is most obvious on Friar Street, which is flanked by traditional black and white houses. The Tudor House museum itself is over 500 years old, and the volunteer staff with tell you about its original features and varied past as a coffee house, bakers and air raid warden's post.
Famous exports include Worcestershire Sauce and Royal Worcester porcelain. You can view their exquisite ceramics collection at the Museum of Royal Worcester (you'll find the sauce in the supermarket).
If you've got time, head to the nearby Malvern Hills whose "miniature mountains" date from between 600 and 800 million years.
Some walks on specially constructed Victorian paths are gentler than others, but if you can, try and get up to the Worcestershire Beacon. At the highest point, you'll be rewarded with views over Worcester and the Cotswolds.