Naturally defended by steep cliffs on three sides, Beeston's spectacular crag attracted prehistoric settlers. It became an important Bronze Age metal-working site, and later an immense Iron Age hillfort, whose earthwork defences were adapted by medieval castle-builders. The 'Castle of the Rock' itself- its medieval title - was begun in the 1220s by Ranulf, Earl of Chester, one of the greatest barons of Henry III's England. A defence against aristocratic rivals and a striking proclamation of Ranulf 's power, his fortress is approached via a ruined gatehouse in a multi-towered outer wall, defining a huge outer bailey climbing steadily up the hill.

At its summit is the crowning glory of Beeston, the inner bailey, defended by a deep rock-cut ditch and a mighty double-towered gatehouse. The best-preserved part of the castle, the inner bailey commands astounding views across eight counties, from the Welsh Mountains to the west to the Pennines in the east. It also contains the famous castle well, over 100 metres deep and thus one of the deepest in any English castle This was traditionally the place where King Richard II concealed his treasure from his pursuing enemies in 1399: many determined efforts to explore the well have discovered no treasure, though the most recent (in 1976) did reveal mysterious openings leading from the well shaft.