A Benedictine priory dedicated to St. Mary founded about 1076, by Robert de Todeni and his wife, Adelais, on land near his castle. On the advice of Lanfranc, Archbishop of Canterbury, he gave the as yet unfinished priory to St. Albans Abbey. In return for this gift, he was buried in the priory's chapter house. Many others making donations were, similar to its founder, buried within the priory's church or chapter house, including three of the Albinis, several of the De Roos family, a D'Eincourt, a Staunton, and a De Vaux. Several ancient leaden coffins were removed to Bottesford Church many years ago, and are still carefully preserved.

The priory's small size meant it struggled to support itself and was frequently in debt and facing poverty. As the Dissolution approached, the priory was no longer in debt but did not have the revenues to support any monks: the prior lived alone, visited intermediately by monks from St Albans Abbey. Along with St. Alban's Abbey, it was dissolved in 1539, and granted to Thomas Earl of Rutland.

Extensive excavations carried out by the Henry Manners, 8th Duke of Rutland, in the early 20th century, revealed the plan of the Priory Church, consisting of a tower, nave, apsidal chancel, side-aisles, and choir, with a presbytery, and three small chapels dedicated to St. Mary, St. Nicholas, and St. Osyth. On the north side of it were the cloisters, with the chapter-house in the centre. Two fish ponds to the east were probably originally associated with the priory but have now been landscaped and are of no archaeological interest.

Among the fragmentary remains of the Priory Church was the inscribed coffin-lid of the founder Robert de Todeni. The coffin now rests in the chapel, is recorded as being found at SK 82033408 where the end of a barn now stands.