Bedicanford, or Bedford, was well known to the Saxons, and a town probably of Saxon origin. Here, just outside the town, was buried in 796 the Saxon Offa, king of Mercia, in a chapel long since swept away by the flood waters of the Ouse. Early in the tenth century the town was attacked by a party of Danish settlers from the five burghs, who were beaten off by the townspeople, and shortly afterwards Edward the elder repaired the place, and erected what some call the suburb of Mikesgate, and some a strong place, on the southern side of the river, possibly a cover for the “ford,” which contributed towards the name of the town. Bedford was, without doubt, an important town under the Saxons, and, as at Tamworth, Leicester, Wareham, and Wallingford, had a citadel at one angle of the enclosure, upon the river. The Barony, also called the Honour, of Bedford, was conferred by William Rufus upon Payn, second son, but eventual heir of Hugh Beauchamp, a companion of the Conqueror, and possibly allied to the greater family of that name, who afterwards held the earldom of Warwick. Hugh was the recipient of many manors in Buckingham, and about twenty in Bedfordshire. Payn is the reputed builder of the Norman castle, described as of great strength, with ditches and ramparts of earth, and which descended to his son Simon, steward to King Stephen. The family, however, afterwards took part against the king, who seems to have attempted to settle the fief upon the daughter of the eldest brother, married to Hugh, surnamed “Pauper,” brother to the Earl of Leicester. Milo de Beauchamp held the castle against King Stephen in 1137. The siege lasted five weeks, and was pressed with great energy. It was finally taken by starvation. The author of the “Gesta Stephani” describes the castle as having strong earthworks, “editissimo aggere vallatum.” Simon de Beauchamp held the castle through the reigns of Henry II. and Richard I., until his death, about the 8th of John. It appears from the red book of the Exchequer that he held 36 and 5-10ths knight fees of the old feoffment, and 8 fees of the new, all in the barony of Bedford. In his time the castle seems to have been held against Henry II. since in the second year of that king, 1155-6, those burgesses of Bedford who were in the castle against the king were fined twenty marks, of which sum they rendered account in 1157-8. In 1190 Simon fined £100 for the governorship of the castle. William, son and successor of Simon, is described as lord of the strong castle of Bedford, the “caput” of the Honour. He took part with the rebel barons towards the close of John’s reign, and in 1215 admitted their forces into his castle. In consequence it was attacked by the well-known Falk de Breauté, and, not being relieved, was surrendered in November, after a seven days’ siege. John was himself present at Bedford thrice in that year, in all for eight days. He granted the confiscated Honour to Falk.