There was a time, in the rolling hills east of Gloucester and west of Oxford, when wool was king. Those who owned the sheep and gathered the wool and wove the fabrics amassed great fortunes that allowed them to build elegant manor houses and Perpendicular-style churches. The towns and villages where they lived became great trading centers and marketplaces.

"In Europe the best wool is English," was the saying in Norman times. "And in England the best wool is Cotswold."But times and fortunes change. When the Industrial Revolution came to England, the center of textile production and much of the wealth moved farther north. And what was left behind in the Cotswolds was a collection of towns and villages still reminiscent of those Middle Ages, a quintessential bit of rural England that escaped, as one writer puts it, the "desecration of zealous massive modernization and redevelopment" and thus retains a "timeless, traditional charm."

That charm is embedded in the honey-colored stone of buildings that line winding streets, in quaint bridges that arch over placid streams, in rock-fence lined fields that still shelter black-faced sheep.

It is an area of picturesque settings and idyllic pace that calls to visitors eager to step off the beaten path and explore the area to heart's content.

Count my brother and me among them. We had taken the train to Gloucester, rented a car and explored the villages to the west where our great-grandfather was born. Then, armed with a guidebook and gazetteer, we set off to do the Cotswolds. And the first thing we discovered is that it doesn't really matter where you go, you find something interesting to see.

No one is quite sure where the name Cotswold comes from. One theory is that an Anglo-Saxon man named Cod owned lots of wolds (meaning uplands) in the area. Others say the name came from "cote" meaning a sheepfold.

But it - and most of the village names in the area - were in place by the time of the Domesday census following the Norman invasion. The sheep trade was at its height from the 14th to the 16th century.

Today the area known as the Cotswolds takes in nearly 800 square miles of rolling hills and gentle valleys - mostly in Gloucestershire, but including parts of five other counties. Some 200 towns, villages and hamlets are woven into the patchwork of the countryside. Their names alone are enough to charm you to the bottom of your toes, but the towns themselves easily live up to all those expectations.

Some places take their names from geographic features: Bournton-on-the-Water, which some liken to a miniature Venice, is very distinct from Bournton-on-the-Hill, known for its steep streets lined with cottages set in terraced gardens. There's Moreton-in-Marsh, which is not, as you might think, anywhere close to the marshes; the marsh is more properly a corruption of "march," meaning boundary.

Some towns, such as Cirencester, considered by many to be the "capital" of the Cotswolds, trace their roots to Roman times, although the Romans knew it as Corinium. In A.D. 100, it was second only to London in size and importance. One of the most beautiful of the "wool churches" is found here, built, as they say, in an age when wealth and good taste went together. Other buildings of note include the Weaver's Hall, the arches of St John's Hospital, St. Laurence's Almhouse and all of Coxwell Street, which has hardly changed in 300 years.

The Chipping towns were once centers of trade - chipping means market. Chipping Norton gained its fame in the days of King John. Chipping Campden is known for its quiet, laid-back beauty. The town charmed poet John Masefield into writing:

"On Campden wold the skylark sings

In Campden town the traveller finds

The inward peace that beauty brings

To bless and heal tormented minds."

But Chipping Campden has a rowdier side as well. It was the site of the Cotswold Olympick games, started in 1612 and featuring sporting feats of strength and skill - including a contest of shin-kicking. The games were banned in 1815; a modern reincarnation is much more tame.

Broadway is one of the best known and most visited of the Cotswold villages. High Street is lined with fine examples of 16th- to 18th-century architecture. One building there housed both Oliver Cromwell and Charles II during the shifting tides of the Revolution. Farther on is the striking Lygon Arms, one of two dozen inns that once lined the street when Broadway was a popular stagecoach stop.

Artophiles (bear collectors) beat a path to the Teddy Bear Museum on High Street. Alas, it no longer houses the original Winnie the Pooh bear belonging to A.A. Milne (previous owners kept that one when they sold the rest) but there are enough other bears of all shapes and sizes to delight bear lovers of all ages.

There's Leclade, where the Thames River is born. And Stow-on-the-Wold, "where the winds blow cold." And Staunton, considered the Sleeping Beauty village because so little has changed since the 1500s. And Banbury, where someone once rode a cock horse to see the fine cross that still stands in the middle of the town square.

Some say the Cotswolds is more than a place. Some say that hill and field and town and village capture the essence of rural England in a way that is almost spiritual.

Author Susan Hill is one who has felt the spirit of the Cotswolds and speculates that it has something to do with visual perfection - a place that "is utterly right in every aspect, when architecture, building materials, overall layout fit the setting in such a way that you cannot imagine any changes, cannot see them anywhere else." And with the "rightness" of people and their activities, whether it be a street full of shoppers on market day, a tractor crossing a nut-brown field or a gaggle of schoolchildren returning to their cottages.

Some two hundred years ago, poet Oliver Goldsmith, too, found the spirit of the Cotswolds:

"How often have I paused on every charm

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The sheltered cot, the cultivated farm,

The never-failing brook, the busy mill

The decent church that tops the neighboring hill . . . ."

Perhaps the Cotswolds' spirit has something to do with the contrast in wool and stone - both so different, both so important, so welded into the culture that it is nearly impossible to think of one without the other. Wool from soft and fleecy black-faced sheep that still graze across green hills, a timeless source of fabric; stone from a local band of oolite limestone, quarried and built into lasting monuments of everyday living. Wool and stone - no longer ruling a kingdom, but very rich, indeed.

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