GETTING THERE: Ludlow is about a 31/2-hour drive northwest of London's Heathrow Airport. You also can take a train from London's Paddington Station; one change is required. The journey is just over three hours. One-way tickets run from $56 to $145. You will not need a car in Ludlow, though it is useful to have one if you want to explore the Shropshire countryside.

WHERE TO STAY: Mr. Underhill's at Dinham Weir (Dinham, 011-44-1584-874-431, www.mr-underhills.co.uk) resembles a concrete box but offers a wonderful view of the River Teme -- as well as a short journey downstairs to the Michelin one-star restaurant. There are six rooms (doubles from $170 to $280 a night) and three suites (from $316), including breakfast.

The Feathers (The Bull Ring, 011-44-1584-875-261, www.feathersatludlow.co.uk) is a marvel of Jacobean architecture with 41 rooms at the heart of Ludlow's medieval grid. Standard doubles are $163; luxury rooms with four-poster beds are $253, with breakfast.

We stayed at Number Twenty Eight (28 Lower Broad St., 011-44-1584- 875-466), a small bed-and-breakfast just outside the medieval town gates. Rooms in the Georgian half-timbered house are small but comfortable and start at $145 with breakfast. Owner Jennie Gaubert owns another smaller Victorian property just down the street at 4 Lower Broad St. with comparable rates.

WHERE TO EAT: Reservations are a must: six months in advance for weekends at the Merchant House, three for Hibiscus and about a month for Mr. Underhill's. Lunch reservations, especially during the week, are easier to obtain.

At $45 for a prix-fixe three-course lunch and $69 for dinner, Hibiscus (17 Corve St., 011-44-1584-872-325) is a good deal for such creative offerings as roast squab with tamarillo, sugar beet confit and turnips in an apple jus. Chef Claude Bosi also offers a $100 nine-course menu surprise.

Food at the Merchant House (Lower Corve Street, 011-44-1584-875-438, www.merchanthouse.co.uk) is far more traditional -- parsley risotto with wild mushrooms, sea bass with saffron and tomato sauce -- but is well cooked and stylishly presented. Set lunch is $53, dinner $63 (three courses for both).

Mr. Underhill's at Dinham Weir also offers often inventive food such as white chocolate ice cream with sweet chili syrup. Dinner only. A five-course tasting menu is $65.

For more traditional fare, try the Unicorn Inn on Lower Corve Street, next door to the Merchant House. The pub offers big portions of old favorites, such as rabbit in mustard sauce and a Ploughman's lunch, a selection of cheese, bread, pate and pickles.

WHAT TO DO: Ludlow's main attraction is its impressive ruined castle. Famous residents include Prince Edward and his brother Richard, who were murdered in the Tower of London by their ambitious uncle, who later became King Richard III. Admission is $6.30. There is also a string of smaller castles within a 30-minute drive of Ludlow.

Ludlow also hosts a wide range of cultural activities, including the annual Ludlow Festival (www.ludlowfestival.co.uk) and a food and drink festival Sept. 10-12 (www.foodfestival.co.uk).

INFORMATION: Ludlow Tourist Information Centre, 011-44- 1584-875-053, www.ludlow.org.uk.

-- Jane Black