Cheltenham

Money and horses built this Regency spa town, and you can still feel both everywhere you look. Elegant terraces sweep up from the Promenade, where millionaire racehorse owners once paraded their wealth alongside Bath's finest society. These days, Cheltenham draws crowds for its world-famous racecourse - the Festival in March is pure bedlam - but the town's got plenty more going on.

The shopping's proper good here. The Promenade runs straight through the heart of things, lined with independent boutiques and some decent department stores. Montpellier's the posh bit, all wrought-iron balconies and wine bars that charge London prices. Weekdays are quieter than you'd expect for a town this size.

Get out into the surrounding countryside and you'll find yourself in classic Cotswold territory. Spoonley Woods Roman Villa sits tucked away in ancient woodland - it's a bit of a trek but the ruins are worth it. The area's riddled with forests like Star Wood and Keepers Hill Wood, perfect for proper walks without the weekend crowds you get closer to Bath or Oxford.

Kineton Hill offers cracking views across the vale, while Notgrove Long Barrow reminds you just how long people have been living round here. The galleries in town - Tortoise, Grasshopper, and Hare - showcase local artists and make for a decent rainy afternoon.

The M40 gets you here easily from London or Birmingham, though the town centre parking's expensive and often full. Several holiday parks dot the nearby villages, giving you easy access to both Cheltenham's shops and restaurants and the rolling Cotswold hills beyond.