ARC Ltd. have commissioned this desktop study in advance of their application for a quarry at Willimngham/Over, Cambridgeshire. The main study area extends west from the River Great Ouse to the Willingham/Earith road, and south from the Old West River to the village lands of Over and Willingham (the line of Dockeral Brook). Lying as it does where the River Great Ouse enters the fen basin, the study area falls at an area of critical landscape juncture: fen, ' up ' - /dry-land, river valley, backwater system and mere. Consequently its environmental and settlement history is complex. An historical landscape focus, this area is where the post-medieval drainage of the region had its point of original - the Bedford level - and the adjacent length of West River is thought to have been canalized by the Romans (The Car Dyke or Old Tillage). 2km to the east lies Belsar's Hill, a major ringwork fortification of probable Iron Age date that commands the landward approach to the Aldreth Causeway leading to the Isle of Ely. While of much later date, the existence of a star-shaped Civil War fort, The Bulwark, in the Washes at the southern end of the Bedford Level would similarly attest to this as a strategic landscape 'hub'.