Upton is a small village in the Soke of Peterborough, 5 miles W of the centre of Peterborough and 1½ miles NW of Castor. The village clusters around lanes on the N side of the A47, with the church at its E end, now isolated in a field used for grazing. The manor house, now part of Manor Farm, stands to the SE of the church. St John's is 12thc in origin and consists of a chancel with a N vestry, nave and N aisle. The building was rebuilt in the 17thc, and the chancel rebuilt in 1842. From the W the facade is triple gabled, aptly described as 'intensely domestic' by Pevsner, the S gable representing the nave, the N the separately-roofed aisle and the centre a bell-cote with louvred openings either side of a buttress. Construction is of ashlar and dressed stone with Collyweston stone and slate roofs. Inside, the chancel arch jambs and N arcade piers and capitals are 12thc but of different phases, and in both the cases the arches are later, presumably 17thc. The most striking feature is the N aisle which has its floor raised by 4 steps and elaborate balustrades flanking the staircase and between the arcade piers, converting it into a chapel for the spectacular Barnack stone and terracotta tomb of Sir William Dove (d.1633) and his 2 wives,

Upton is not mentioned in the Domesday Survey, and might be included with Castor. Early in the 12thc a landowner named Godwin of Upton held 3 virgates there. By the mid-12thc the Watervilles held land in Upton, the earliest reference being to Ascelin de Waterville in 1146. The Watervilles briefly lost Upton as a result of a rebellion against Henry II in 1174, but it was recovered by Asceline de Waterville in 1190. She had 2 daughters, Asceline and Maud, the former inheriting most of the Upton estate. When the younger Asceline married she brought Upton as part of her dowry, hence the manor passed to her Torpel husband and thence to her daughter who married Ralph Camoys. Their son John sold the manor to Eleanor of Castile, Queen of Edward I. The later history of this fascinating manor, which passed at one stage to Edward II's favourite Piers Gaveston, will be found in VCH.

The chapel, with its mother house of Castor, was confirmed to Peterborough Abbey by Richard I and Henry III, but the Lords of the Manor retained some rights over it, including the advowson which was shared between the sisters Asceline and Maud in the 13thc.They ultimately gave their shares to the nunnery of St Michael, near Stamford, founded by William de Waterville, Abbot of Peterborough. The dedication is somewhat confusing. In 1521 John Strete oif Upton made a bequest to the Chapel of St Helen at Upton, suggesting either that the dedication has changed since then, or that there was a chapel within the church dedicated to St Helen. VCH (484 and notes) refers to the church as St Helen's, but notes that Bacon (1786) gives St John the Baptist as the dedication. In 1851 the chapel became the parish church of Upton.

The simple, heavy treatment of the chancel arch capitals points to a date in the 1st half of the 12thc, while the crocket and stiff leaf on the arcade indicate that it was added c.1200.