When Welsh poet Harri Webb wrote about the Severn River bridge linking England and Wales, he made the point that the toll money is always collected on the English side. This droll statement is not poetic license: It gently epitomizes the fierce entanglement shared in this western chunk of Great Britain -- an intensity dating back to the first century A.D. when the city of Chester, in England, was founded by the Romans partly to control the marauding northern Welsh.

There is no better way to focus on this history and rivalry -- which persists up to the present -- than by "holiday-making" (as the British call it) in Chester. Splendid scenery and very good food are bonuses and the 183 miles from London are an easy motorway drive, taking about four hours.

BAT10 The Romans called their fortress Deva, siting it on a sandstone ridge, in a loop of the River Dee, and they settled in for more than 200 years, attracting a large civilian following. This strategic location continued through the early medieval times to act as a defense against invasion from northern Wales and as a base from which the Welsh could be attacked. Then the Norman earls of Chester ruled (for over a century and a half) by violent sword, with an independent parliament, laws, taxes, courts of justice, nobility and army. "The Domesday Book," that social census done 20 years after William conquered (it is now celebrating its 900th anniversary), records some of the judicious rulings and fines of sophisticated 11th-century Chester: committing manslaughter on holy days, four pounds; other days, two pounds; unlawful sex by a widow, one pound; by a girl, 10 shillings.

Since the beginning of the 14th century, the heir to the throne of Great Britain has usually held the titles Prince of Wales and Earl of Chester, which serves to link the two countries. This intertwining is not limited to history. The approach to Chester from every direction brings an awareness of the looming Welsh hills -- Chester is only two miles from the border. Even the climate of the city is said to be influenced by Wales -- it is in the rain shadow of the Clwydian hills (pronounced Clue-idian).

Welsh traders have always come into Chester -- and they still do, speaking their lilting, unfathomable language. Writer/actor Emlyn Williams told me that when he was at school as a young Welsh boy, he was taught English as a foreign language. He found it very exotic, not like his homespun, ordinary tongue. Listening to street voices in Chester, the odd sounds from the shoppers from just across the border are delightful and mystifying -- mirror images of Williams' memory.

BAT10 The most immediately visible feature of Chester is its walls, the north and east sections built on Roman foundations. No other walled town in England has been able to preserve a continuous circuit, and the two-mile-long walkway on top provides a perfect overview of the the city's layout. Originally the 20-foot-thick walls enclosed almost 60 acres, with a gate in each of the four sides heading a main street that led to the central area of the fortress. Looking down from the top of the wall, these four principal streets -- Eastgate, Northgate, Watergate and Bridge -- are still seen to meet there, more than 1,900 years later. An aerial view of Chester would reveal that the walled area covers only about one-fourth of the total city area today. But the action -- the commerce, the crowds, the theaters -- is still within the walls.

Today, an "authentic" Roman soldier -- dressed in metal helmet and breastplate over royal blue blouse and short skirt, shod with leather sandals and carrying a spear and matching shield -- does "wall patrol," giving a personalized, first-person tour. "I came here from Yugoslavia in 55 B.C. and was billeted here some 2,000 years ago." He is sometimes accompanied by a Tudor lady, also appropriately costumed, and the spirit of antiquity is continued by the Town Crier in frock coat, yellow knee pants and high white socks. This 19th-century gent cries information about local and national events and will also cry your birthday for $15 -- a rustic singing telegram. It's all a bit Disneyland, although the idea of a costumed, perambulating history lesson is good fun.

But all is not history within these walls. Modern Chester has a great variety of shops. Many, like Jaeger and Liberty, are branches of the London parent companies. Some incorporate the city's history in their locations: Habitat's contemporary wares are housed in an old chapel, Bookland in an old crypt. The most unusual spot is a potato haven called Spud-U-Like on Bridge Street, where you can wander downstairs and visit the old Roman baths.

Another of Chester's unique features is "the Rows," a street of medieval, covered, double-decker shops. Steps from the street lead up to second-floor covered galleries where goods are displayed outside the shops. You can stand and watch the busy scene below, protected on this open balcony by railings with supporting balusters. One theory about the origin of the Rows claims that they were built as a town planning exercise after the fire of 1278, which destroyed most of Chester. The two tiers offer double space for jewelers, antique dealers and wine merchants, one of whom uses the 13th-century crypt for his wine cellar.

There are also splendid 17th-century town houses. One of them, belonging to a bishop, has carved panels depicting biblical scenes.

*Most of Chester can be seen from atop the walls. From here you can catch a glimpse of the Cathedral, whose architecture spans five centuries. Stop in the 12th-century Abbot's Passageway and the Cloisters for an audio-visual introduction to the Cathedral given on the hour. If you're into moats and battlements, Chester Castle, begun by William the Conqueror, is a disappointment. They were done away with at the end of the 18th century to house -- in Doric splendor -- assize courts, the jail and barracks.

Just outside the walls, running along the River Dee, you'll find the popular recreation area called the Groves. A charming Edwardian bandstand houses Sunday concert players from May to September. Horse-drawn barges take river trippers from Cow Bridge Lane and Tower Wharf, and there are raft races, canoe slalom and regattas, weather permitting. The Old Dee Bridge, once the only Chester bridge and often set afire by discontented Welsh in past centuries, was the route of King Charles' escape to Wales in the 17th-century civil war. The 19th-century Grosvenor Bridge, the greatest single span of any stone architecture in the world at the time, was opened by Princess Victoria on Oct. 17, 1832, five years before she became queen.

On Castle Drive near this bridge, you might want to stroll over to place a bet at the Roodee Racetrack, one of the oldest in the country. The track is open from May through September.

In the Chester area, whether inside the walls or out, there's simply no problem about how to spend your time. You can meander into the largest Roman amphitheater in Britain, thought to have accommodated 7,000 people, now opposite the visitor center. Or buzz two miles northeast to one of the world's best zoos, with more than 3,000 animals in 110 acres of landscaped gardens.

Back inside the walls, the Gateway Theatre in Hamilton Place, seating 440 people, houses a professional repertory group offering Shakespeare, Shaw, Pinter, you-name-it. When I was there, "Tess of the D'Urbervilles" was running and they had seminars, open rehearsals and after-show discussions. Music festivals, orchestra concerts and dance performances are held here, and the theater acts as a focal point for artists, craftsmen and poets.

The name Grosvenor crops up again and again in Chester, and no story about the city would be satisfying without a bit of that family history. Street, bridge, road, park, museum, hotel -- all share the name derived from the title of the chief huntsman to William the Conqueror, Le Gros Veneur. In the beginning, the Grosvenors were warriors, landowners, sportsmen and philanthropists. In the 17th century, Sir Thomas Grosvenor married Marry Davies and brought her undrained marshlands and meadows, then outside London, into the family fold. That neat little piece of real estate is known today as Mayfair, Belgravia and Grosvenor Square, where the American Embassy is situated.

When the Grosvenors became titled, they took the name Westminster, and the late 19th century saw the creation of the first duke. The 6th duke of Westminster has his massive estate just outside Chester and he owns the Hotel Chester Grosvenor, opened in 1866 by the then Marquis who, in his seventies, took such a great personal interest in the project that he even laid down the law on the color of the plaster work -- "not white or yellow, but buff" -- and stipulated that the clock in the hotel lobby should only strike the hour. Today it is a luxurious and charming hotel, now expanding its 90 rooms. Not only do the bathrooms have two terry cloth towels and robes, but -- most unusual for British hotels -- washcloths. (The English system has always been to carry your own "sponge bag" -- sponges, not cloths, being used for the face -- the theory being that you would want to use only your own personal sponge, not one provided by host or hotel.)

No matter how pleasant your hotel, one of the great joys of foreign ports is seeing how the natives live. And here in Chester there is a unique "at home scheme." You may, on request, be picked up at your hotel any evening between 8 and 10:30 and taken to the home of a "Cestrian" for tea and biscuits. Demand for this informal get-together is heavy, and there are only three families participating at this time, so book on arrival at the Chester Visitor Center opposite the amphitheater. It is a charming, hospitable idea and allows the visitor an inside peek into the domestic life in this border town.

Chester is well worth a visit, just for itself. But it is also the perfect transition between England and Wales.

Claire Frankel is a free-lance writer and broadcaster based in London.