Breedon-on-the-Hill is a village in the North West Leicestershire district of the county, 5 miles N of Ashby-de-la-Zouch and only 2 miles from the Derbyshire border. The church dominates the surrounding country from a dramatic position on a hill outside the village to the N, and stands in a large churchyard. It now consists of an aisled nave and chancel in one with a S porch and a W tower, but the true situation is more complicated.

The site was an Iron Age hill fort, and in the 7thc a monastery was founded from Medeshamstede (Peterborough). This little monastery ceased to exist during the Viking invasions of the 9thc. The present church was built as an Augustinian Priory church in the reign of Henry I as a cell of Nostell Priory (Yorks). It was a cruciform building, but all that remains of this are the lower parts of the tower and part of the S transept, which serves as the porch. The chancel was rebuilt in the 13thc., and a clerestorey and battlements added in the 15thc. The Norman nave was replaced by an aisled 15thc nave, not placed axially because of the existing cloister. The E respond and springing of the S nave arcade remain in the W wall on the tower, but the rest of the nave was demolished at the Dissolution, when the chancel became the nave of Breedon's parish church.

Breedon is celebrated for the 9thc sculpted friezes and panels from the first church, all now reset inside the building (see Clapham (1928)). There are a few Romanesque remains described here; the N tower doorway and W tower window, and a chevron voussoir reset in the S nave wall among the Anglo-Saxon frieze fragments.

Breedon on the Hill is not recorded in the Domesday Survey, but was one of 34 villages given by the Conqueror to Henry de Ferrers, and is considered an appendage of Tonge. The parish church of St Mary and St Hardulph, Breedon, was given to the Augustinian Priory of St Oswald, Nostell (Yorks) by Henry's son Robert de Ferrers, later 1st Earl of Derby at an unknown date in the reign of Henry I. There were canons at Breedon by 1122, and Nostell was founded between 1109 and 1114, so the foundation date of Breedon must be between 1109 and 1122.

The church is spectacularly situated on its low hill which serves as a viewpoint for the surrounding country in all directions. The Romanesque evidence is somewhat confusing - the W window seems too low to be visible above the nave and may have been reset, while the N doorway must have been an interior one originally. Nevertheless it fits well with a date in the 1st quarter of the 12thc. Hardulph is a saint about whom little is known. He may have been King Eardwulf of Northumbria (fl.c.790 - c.830) who was deposed and exiled in 806 but may have returned for a second reign. Another school of thought identifies him with a 7thc cave-dwelling hermit from Ingleby nearby, who was mentioned in the Life of St Modwenna of Burton-on-Trent, a contemporary ascetic and holy woman. The dedication is unique.

The reset voussoir matches those in the W window.