The village of Upton Noble lies between Bruton and Frome in Somerset, 300m E of the main A359. Upton Noble, being near the W lip of the shallow valley to its E, has a good view of the border with Wiltshire. The border with Wiltshire, running along a N-S greensand ridge clothed with the remnants of ancient Selwood Forest, is only about 4mi E; the area still feels like a frontier zone, which is how it seems to have been treated in Saxon times (for example, defining the E limit of the diocese of Sherborne). The church of St Mary Magdalene (formerly St Margaret), which lies in the centre of the village, consists of a nave and chancel with a S chapel linked to a S tower porch. Romanesque elements comprise the S doorway, the font and a piece of exceptional re-set sculpture in the form of a crucifix.