Breedon Priory Church is located in Leicestershire near Castle Donnington. Formally known as The Priory Church of St. Mary and St. Hardulph and built on the site of an Iron age Hillfort.. Not much is left of the hillfort, with most being quarried away in modern times.

The area has been habited for at least 3,000 years as a polished stone axe head of the neolithic or early bronze period was found while building the St. Hardulph School and Community Centre. It is now in Leicester Museum. Iron Age pottery finds on the hill show occupation that by the 1st century BC resulted in an impressive defence ditch and bank with an defended entrance on the west side enclosing some 23 acres of the hilltop. The earthwork seems first to have been strengthened by a timber revetment and palisade then replaced later by a stone wall. Excavations have revealed hut circles up to 14.3m in diameter, saddle querns, hammer stones, pottery and other items suggesting occupation well into the 1st century AD. Half these earthworks and faces have now, like the hill itself, disappeared in quarrying. Some ditch and bankwork of the defence system may still be seen west of the churchyard and beyond the boundary wall. Breedon's earthworks are known locally as 'The Bulwarks'.

Occasional Roman fragments have been found on Breedon Hill. This leads to the possibility that this may have had a small Roman British Temple of shrine erected within its banks similar to Maiden Castle in Dorset. The passing of Roman power in the 5th. century caused a power struggle for control between the British or Celtic peoples and the incoming Angles and Saxons. By the turn of the 7th. century Breedon lay in the land of the Tomseti, bordering the kingdom of the Middle Angles to the east. Both soon become part of the powerful kingdom of Mercia with its important southern centre by the River Trent. Between 626 and 654 King Penda, one of the most powerful warriors of his day, ruled. He was also a staunch follower of the old gods of northern Europe. Evidence for these old beliefs often survive in place and field names. In 653 Peada, son of King Penda, married Elfleda, daughter of King Oswy of Northumbria, on the understanding that he became a Christian and was baptised by Finan, Bishop of Lindisfarne. In 675/6 Aethelred, third son of Penda, became king, ruling till 704 when he himself became a monk dying in 716. At the outset he saw the completion and dedication of St. Peter's, Medehamstede and dedicated further lands to it. Breedon heads this list as recorded in the Anglo Saxon Chronicle. By 676 an Anglo-Saxon Monastery was established on the hilltop, and for some 200 years this flourished as a centre of culture and crafts. It was from this building that the remarkable array of Anglo-saxon carved stonework was salvaged, which can be seen in the Church today. But in 874, the community was attacked by pagan Danish and Norse invaders and buildings looted and despoiled.

The arrival of a Prior and five Canons in 1122 from Nostell Priory in Yorkshire, then established an Augustinian Priory on the site and it is the Nave and North Aisle of this building which survive as the Parish Church of today, restored in later centuries, but still retaining much of its 12th century design and styling. They built their cloister and other domestic quarters probably around a quadrangle on the north side of the present church (see the blocked door at the west end of the north aisle). All these former buildings, of course, begin to explain the various roof pitch marked on three sides of the present tower. Breedon church today is less than half the church it was. The little priory foundation established at Breedon was always to remain small and dependent on Nostell. The mother priory remained entirely responsible for the canons sent to live at Breedon whose number never exceeded five. In 1223 Nostell presented Prior Gervase to Breedon who proceeded to try and make the priory independent. His eventual failure led to his resignation in 1244. It should be noted in fairness to Nostell that Breedon Canons were allowed to participate in the affairs of Nostell. In 1441 Bishop Alnwich visited Breedon to find the priory in debt and the church and priory buildings dilapidated. He suspended one of the 3 canons for failing to appear before him. A few years later another canon found himself in jail awaiting trial in Leicester. By 1518 Breedon Parish Church, that is the nave and the porch, were dilapidated, but the responsibility for this probably rested with the parishioners and not the canons of the priory attachment.

Francis Shirley, Esq. of Staunton purchased the Priory Church from King Henry VIII after the dissolution of the monasteries, as a burial place for himself and his successors. At the end of the 18th century Breedon nearly lost the Priory Church . In a brief dated January, l2th. 1784 it is stated the Parish Church of Breton, a large ancient structure, was in a very ruinous state and condition; in particular the wails and the roof of the north and south aisles, and the tower of the church, in such a state as to cause their being speedily taken down, and other parts of the church in general much out of repair; and that although the inhabitants had, within the last end years, laid out and expended above £340 in repairing thereof, yet the same were in such great danger of falling that the inhabitants were afraid of assembling therein for the worship of Almighty God; and, in consequence thereof, divine service had not been performed therein for several months past.

The estimated cost of £3,340 for rebuilding by the architect, Joseph Wyatt was not raised but the building was 'substantially repaired' leaving the essential surviving fabric of the tower and priory church as it today. Further restorations of the church have taken place in the 19th and in the 20th centuries.