Upton is a village of ancient origin, four miles south-east of Gainsborough and 13 miles north of Lincoln. To the south is the neighbouring village of Kexby, with a population and size similar to that of Upton. Together the two villages, with a total population of some 700 people, form the ecclesiastical parish of Upton-cum-Kexby.

The parish church which stands impressively on slightly higher ground in the centre of Upton village, is dedicated to All Saints and serves both villages. The original church which stood on these foundations was an early Norman structure consisting of nave and chancel only. About the middle of the 13th century the church was considerably rebuilt and a northern aisle and western tower added and the chancel lengthened. In 1767 the tower fell down and a new one with a circular west window was built. Considerable and much needed restoration took place between 1873 and 1876 under the direction of James Fowler, of Louth.

The tower contains six bells, the oldest dating to 1641. In the vestry is a large painted board, detailing the gift of two acres of land left to the poor of Upton in 1697.

The village inn, the Rose and Crown, with its large car park, faces the parish church across the High Street. The inn, which has recently been tastefully refurbished, was built in 1953, replacing one of ancient origin.

In both villages, new housing development blends well with the older mellow brick and tiled houses and farms. A number of Victorian buildings, including the old school, built with an attractive locally produced brick, give an interesting contrast and are a visible reminder of the thriving brick making business that once existed in Kexby.

A number of old farmhouses and barns, together with some dwellings listed as of architectural interest can be seen, the oldest being the Hall at Upton, with its high walled garden and small plantation. Local tradition links the Hall with Parliamentary troops during the Civil War.

Upton has a small, but charming, well kept Methodist chapel built in 1822, with a schoolroom of mellow brick added 30 years later. Among the memorials inside are two large brass plaques listing the names of the fallen, together with the names of those who served from Upton and Kexby in the two World Wars. The chapel is one of the oldest in the county still in regular use. The two chapels that once served the village of Kexby are now closed, but the buildings remain, converted to other uses.

Both villages have extensive field paths, all well signposted and maintained, leading to Heapham, Willingham, Knaith and Gainsborough, with magnificent views of the villages, the Trent valley and the Lincolnshire Cliff. The paths cross interesting and varied fields, including some meadows where the pre-enclosure method of strip farming can still be easily traced.

In the centre of Kexby, facing the green, is the village well which supplied the village with drinking water before the installation of a piped supply. Now preserved, the well, which is spring fed, was never known to run dry and in times of drought supplied water over a wide area. The spring may at one time have fed a small tributary of the river Till, which flows through low farmland to the east of both villages. Some historians are of the opinion that the Danes, who first inhabited Kexby, were able to navigate their boats along the Till to a mooring pool near the settlement. The river, now little more than a stream, is home for a variety of wildlife, including the kingfisher.