Everything you need - from shops to station, canal to countryside, and a new marina.

I visited Willington quite a few times last year, although its residents might not thank me for mentioning that, as each time I merely went through it on my way to Repton. Given Repton's historical importance and continuing profile, any neighbouring village might feel dwarfed by its shadow. Indeed, as one approaches the bridge that links the two villages across the Trent, St Wystan's 212ft needlepoint spire dramatically shoots up into the Derbyshire sky. The view from Repton's side of the bank is nothing like as grand; the tower of quaint St Michael's is but 36 feet.

Historically, Repton's domination of the region was encapsulated by the coming of the railway to Willington in 1839. Originally called Willington Station - it actually overlooked the village centre - Midland Railway eventually amended it to 'Willington and Repton' and thence to 'Repton and Willington'. Come the LMS days, a panel advised travellers to 'Alight for Repton School'. Destroyed by Beeching, Willington Station was re-opened in 1996.

Willington's oldest resident, 95-year-old Oliver Eley, recalls a phrase from his youth: 'Repton for culture. Willington for agriculture.' Those were the days when Willington had only 70 cottages and nine farms.Today, one active farm remains. So much else has changed. However, forget comparisons with its grander neighbour, says Alan Gifford, who has lived in Willington for nearly 50 years: 'We don't feel we're overshadowed by Repton - or in competition with it. If there is any rivalry, it's friendly. The important thing is that we are proud of Willington; it's a community that is amiable, sociable and supportive.'

Back in 1968, John Orme wondered if he had made the right decision to settle in Willington when his father greeted the news with the words: 'It floods.' However, John and wife Janet have never regretted their move. 'Willington was, and still is, a wonderful village with a strong community spirit,' declares John. 'It's also a great village in which to bring up a family as there is everything one needs here - a thriving pre-school, an excellent primary school and at Etwall nearby a very good follow-on comprehensive. There are also lots of amenities and activities - for the older folk as well as the young. Willington hascome to fit me and my family rather like a well-loved coat - it wraps around us well.'

'Willington folk have always been kindly,' affirms Oliver Eley. 'Oh, it's friendly all right,' Kate Henning concurs. 'Polite, too, and I should know. As a Londoner originally I notice politeness and manners more readily - where I come from the majority of people don't have any!' Alison Yule was a newcomer 27 years ago but says she was at no time made to feel like an outsider. It's unlikely she will ever leave Willington either: 'A friend and I were discussing what we would look for in a village if we moved,' recalls Alison. 'We reeled off a variety of essentials...Post Office, good shops, nice pubs, doctor's surgery, a fine primary school with access to an excellent secondary school, easy access to the rest of the country via road, rail and air, gentle country walks ... and we then fell about laughing because we realised we'd been listing all the things Willington has. "No need to move then," we both said!An arts festival could now be added to that list. 'Repton for culture'? Not entirely. Last year Alison was one of the residents who, cognisant of a thriving arts scene in Willington, became a co-ordinator of the village's first ever arts festival which, according to Alison, 'engaged and inspired the whole village'. This spring sees its second.

Other fresh developments include Mercia Marina, one of the largest canal marinas in the country, and a Derbyshire Wildlife Trust reserve currently being created on the site of the old gravel pits to take advantage of the many visiting birds there. Sweeter still for Willington's esteem was the discovery on this land in 1970 that settlers arrived in these parts 2,000 years before the Angles showed up at Repton. Evidence points to habitation by a tribe known as the Beaker People, named from the distinctive, decorated drinking vessels usually found in their graves.

Historically, the river 'belongs' more to Willington than Repton. Although the Saxons came to settle in various locations alongside the Trent (Willington derives from the Anglo-Saxon name Willetune, meaning 'settlement by the willows'), Willington became a geographically advantageous centre as the highest reliable navigation point on the river and consequently developed as an important inland port throughout the 18th century, largely handling the export of cheese from South Derbyshire and china from the Potteries. Close to Willington Bridge is a building which served as a cheese warehouse. Pilfering of this valued commodity became so regular that a watch dog, 'a known biter', was brought in to curb the stealing - until the dog itself was stolen.

It can be said that Willington's history has been dominated and shaped by transport because although river trade declinedsharply when traffic was transferred to the canal, Willington became an important arm of the Trent and Mersey Canal when it opened in 1777, largely transporting coal, grain, wheat and beer. Pilfering was still a problem: Oliver Eley recalls his grandfather, who lived in Wharf House, having to come to the aid of a bungling burglar who was crying for help when he had suddenly found himself in the middle of the canal with his horse and cart in the water, along with the coal he had stolen. Why 'bungling'? The thief had tried to steal away in the midst of a dense fog.

When rail transport arrived in 1839, Willington Bridge was opened to provide a much-needed road connection to Repton, access only previously available by ford, ferry or a long walk to the bridges at Swarkestone or Burton. With Burton more accessible, a number of affluent Burtonians arrived in the parish but even the well-heeled might have baulked at the toll charges at the bridge. 'For every horse, beast or other animal drawing and coach, stagecoach, chariot chaise, berlin, landau, sociable curricle calash, phaeton, whiskey, chair, hearse or any other such carriage', the cost was a whopping one shilling. Every foot passenger was charged one penny and it was the same for cattle. Even pigs and sheep were charged half a penny per head. Not surprisingly, there was great rejoicing whenfunds raised by public subscription removed the unpopular toll in 1898. A big event - with a procession, peals of bells and 'much consumption of cakes and ale' - saw that celebration reenacted exactly a century later in 1998. By then the only remaining vestige of the toll bridge was the toll-board - removed to the porch of Repton Church - the toll-house having been demolished after a skidding lorry almost reduced it to rubble in 1958.The 1998 event launched what has now become an annual raft race and also saw the erection of a viewing platform and information board at the Willington end of the bridge, as well as the formation of the Willington Local History Group who celebrated the millennium with the publishing of a History Trail.Taking the trail, I espied some attractive houses including the thatched Trentside Cottage, dating back to the 15th century and thought to be the oldest building in the village. The owner showed me evidence of the bread oven which, unusually, projected onto the roadside - a possible predecessor of the roadside caf� as it serviced passing travellers.

Willington Hall is unusual too, as the aspect facing the road is in fact the back of the Hall. During World War I the Hall was used to hold prisoners of war and there is evidence of this in the barbed wire grooves marking the entrance porch columns.

There are several other prepossessing buildings in the village including the 17th century Pilsbury House, originally part of the Foremarke estate, which sits next to St Michael's Church, first mentioned in 1185 and with a tower described by Pevsner as 'modest and pretty'.What caught my eye especially was the large WELCOME sign above the door. I got a welcome smile from St Michael's vicar, Sue Starkey, who came to Willington five years ago through God's calling, she believes: 'I was due to be interviewed for the post in the village and as I was waiting around in Derby, I chose that moment to pray for God's guidance. "Tell me if Willington is right," I said. I opened my eyes and immediately saw a bus with a Willington destination sign. God was right: I love it here.'

Although a few parishioners were initially wary of a female vicar, she now feels totally accepted. One resident describes her as 'a very social vicar' who can regularly be seen chatting in the local pub. 'As I see it,' states Sue, 'a church is not a building, rather a group of people in any one community.Yes, we have a small church but whether it's quaint like ours or grand like Repton's, it's what happens in and out of them that really matters.'

Inside the church is a plaque to a former incumbent of Willington Hall: the 'Red Dragon',Welsh football international Morgan Maddox Morgan-Owen who was also a military hero and Repton teacher. Perhaps there ought to be a plaque for Willington-born John Wetton, a rock singer/songwriter who found fame with King Crimson and Asia, the supergroup whose debut album of 1982 was at Number 1 in the USA for a record nine weeks. John Wetton actually cut his musical teeth on church music at his family's piano, often playing the bass parts to help his organist brother rehearse tunes for services at St Michael's.

There is also a Baptist church in Willington - 95-year-old Oliver Eley still preaches at the chapel on Twyford Road. Also tucked away down Twyford Road inside the historic Vere Lodge is the world headquarters of the SOON Ministries. SOON coeditor Tony Whitaker thinks 'world headquarters' is rather a grand name but this 11-strong Christian team has a truly global reach, annually distributing six million items of literature in four languages, largely to the non-western world, mainly Africa and also India. SOON is not an acronym but a direct quote from the Bible - 'Things that must happen soon' - expressing, as Tony explains, 'an immediacy and urgency to the Christian message in the literature.' In SOON's main office, a stack of pigeonholes points to over 200 spare-time volunteers all over the UK who distribute the literature for free, although there are several thousand volunteers overall.

There are many other businesses hidden away in Willington. Also on Twyford Road is a house recently built by Matt Warren and partner Amy Frost which could signal the start of a flourishing business ideal for this energy-economising age: homes installed with an underground heating pump which sources all the hot water and thus does away with the gas bill. You also get underfloor heating. Also in the village, painter Joy Cox runs workshops, David Webster is a violin maker and textile designer Alison Yule creates hand-woven fabrics. If anyone is keen to pursue skills in any creative area, Alison and her partner Paul Hunt run Skylark Holidays, which provides experience breaks. The idea came when they began to discuss their ideal holiday - 'One where we could pursue our interests with like-minded people,' explains Paul, 'yet at the same timehave the opportunity to relax and make the most of our time.' These hobby holidays, held at Windlehill Farm in nearby Sutton-on-the-Hill, have developed from the textile courses initially run by Alison three years ago to incorporate astronomy, wine appreciation, languages, dyeing, spinning, painting, weaving, photography, walking and - just introduced - film animation.Janet Cousins has extended her skills as a cookery teacher to enhance the appeal of her delightful deli caf� in the heart of the village. Starting up as a small sandwich shop, Janet soon sensed a need for a wider range of produce and a place to eatit, so she set up a table and chairs. 'It got to the point,' she recalls, 'where villagers were ringing to book "the table" so as not to be disappointed!' Eventually, she moved across the road into larger premises, serving speciality foods together with freshly-cooked meals. Their cakes are renowned, the deli jams, pickles, chutneys and cheeses are hand-made, the caf� has become a social hub and outside catering is provided. There are now monthly bistro nights and, after recently introducing cookery demonstrations, Janet is planning children's cookery parties where theyoung invitees learn how to make cakes, cookies and pizzas before eating them and going home with a mini chef certificate. I don't know where Janet will find the time but she is also planning a book of recipes used in the deli.

Centred around the village are other individual retail outlets. Karen Outram stocks some very classy blooms at Cottage Garden Florists, which also doubles as a gift shop, and is pleased to have defied the locals who told her the business wouldn't see out its first year. Cottage Garden is now ten years old. Just starting out is Tangent Treasures, ideally named as the'gent' is derived from its owner Sue Gent, while Tangent refers to her past career as a maths teacher and also the fact that Sue is 'going off at a tangent in my life': after years of making jewellery for friends, she progressed to selling through a local gallery and is now taking the plunge with her own shop where the treasures include yarns, craft kits, children'sbooks andlocally sourced art and craft. In between Sue's treasure trove and Karen's floral wonderland is a place to Indulge. Deb Morgan and Jan Brockley set up a beauty and chiropody studio in the heart of the village because 'we both wanted to be a part of a friendly community we knew rather than a bustling, impersonal town'. Indulge has paid off and a healthy businessin more ways than one offers a comprehensive range of treatments, everything from manicures to massage, waxing tospray tanning.

If you want to indulge in guilty pleasures, I suggest you drop in to Kate Henning's shop. Bored after 20 years as an architectural technologist, Kate's fascination with old fashionedconfectionery brought her to set up a website(www.retrotuckshopsweetsdirect.co.uk) which was so successful she decided to recreate the sweetshops of her childhood - 'Only better,' she states. I felt a nostalgic lump in my throatwalking in to behold jars of traditional humbugs, gobstoppers, cinder toffee, Pontefract cakes, midgetgems and FizzyDandelion & Burdock; and then there was a sweet lump in my throat as I tucked into my first mint and liquorice square. Indeed, the beauty of Kate's business is that 'you adults are worse than the children'. The youngsters love the sweet shop, of course, and it's heartening to know that Willington kids have the opportunity to savour strawberry bon-bons, Fry's chocolatebars and deliciously un-PC chocolate cigarettes.Thrilled to see customers coming from far and wide, Kate's ambition is to open further shops.

All the retail outlets in Willington are bolstered by the extra trade in the spring and summer months from the canal boaters, who are especially welcome at the two pubs only a shortstagger from the Trent & Mersey, The Green Man and The Rising Sun, both products of the early canal era. My hearty Cumberland sausage meal was part of a highly varied menu at The Green Man, run for the last six years by Patrick and Jane McManamon. 'Business is holding its own,' declares Jane, so she'll be pleased to see the pub in the Good Beer Guide for a second year. There is similar traditional home cooked food in The Rising Sun directly opposite. Mark and Jo Shaw have been running the Sun for just over a year and as well as introducing live local bands, they offer the further attraction of their two splendid dogs Woody and Pyper, both of whom are regulars at Crufts, with Pyper winning best puppy in breed in 2007. 'It's a treat for them, never mind the customers, to come down at the end of the night to see the regulars before they go home,' states Jo. 'And, yes, we welcome dogs in our bar' - one of only 50 pubs in Derbyshire that do.The canal boaters who drop in to either pub must cherish their quiet, simple unhurried mode of travel all the more when they behold Willington's village centre. Four roads converge ona crossroads system both congested and complicated as traffic has to negotiate two mini roundabouts.Traffic frequentlybunches up around the narrow lane under the railway bridge, spectacularly so if a lorry gets wedged under it, an annualoccurrence, I'm told. A mere hundred yards up the road it's all peace and tranquility on the canal, which led Roy Christian to remark that Willington has 'something of the look of a Netherlands village.' Amongst the permanent houseboaters are former Willington residents Rob and Jakki Shaw. Looking for a different life but wanting to stay in the village, they found the answer in a 60ft all mod-cons narrowboat.

Narrowboating, whether for life or leisure, is becoming more popular as the boats themselves become more sophisticated, as evidenced when I called on Justin and Jane Hudson-Oldroyd who are into their fifth year running Aqua Narrowboat Hire, now installed at the new Mercia Marina. After anxiously grouting a boat's shower tiles at three in the morning prior to greeting his first customers, Justin and Jane haven't looked back, expanding into bespoke boat building and a maintenance and repair service aimed at existing boat owners. They have 45 weeks booked for the coming season. 'Out of the 40 per cent of our customers who are novices, 95 per cent of them come back bitten by the canal bug,' declares Justin. 'They love the slow pace of life which provides the chance to truly unwind from their frantic lifestyles. There's also something romantic about exploring places whilst taking your accommodation with you.' Plush accommodation, too, with designer interiors, quality furnishings and central heating. Also at the marina, Classic Narrowboats offers similar luxury with each boat named after a Shakespearean character, though one might be a bit nervous hiring Ophelia.

Mercia Marina, built on the site of a trout fishery, is an exciting development with over 250 boats moored on a site with the capacity for nearly 600 berths. Although it opened last September, extensive tree planting and landscaping is still going on, with an official opening planned for May. A boat equipment store and gastro-pub are also planned to accompany the gift shop and Willow Tree Tea Rooms, run by Willington resident Brett Wilkinson and his wife Chris. The tea rooms are tastefully furnished with a warm and busy atmosphere and Brett is delighted to be a part of the marina venture: 'We were excited by the ideas for the marina and just wanted to be a part of it, and now we're even more excited as we're so confident this will be a successful marina.''We're feeling extremely positive,' says marina manager Robert Neff. 'As a boater myself, this marina has all the things I'd be looking for. It's attractive, convenient, safe, secure and comfortable - and it's already got a great atmosphere, which can only get better.'

As I left Mercia Marina, there was the ubiquitous sight of the cooling towers, as iconic to Willington as the church spire is to Repton. At some point, the towers will come down as the power station itself closed back in 1999. Other industries have come and gone in the village including Trent Alloys and, notably, yet another transport link - Blue Bus Services - which came to a devastating end with a fire that destroyed the Willington depot in 1976. There is a further transport link up the road, namely Toyota, which may have encouraged developers to look at building 1,000 homes on the power plant site. However, they reckoned without the campaigning zeal of Willington residents. When the development was first proposed in 2002, an extra public 'informative' meeting had to bearranged to cope with the turn-out. In the end, over 500 villagers turned up and the inquiry inspector received over 400 individual objections. People-power freed Willington from the toll in 1898 and now, over a century later, people-power has won again: the building development has been rejected. John Orme, the driving force behind the campaign, is naturally delighted: 'The ethos of our village could have been destroyed,' he remarks.

'Our village could not have coped with the traffic from these thousand houses, to say nothing of the flood risk which is still with us,' adds Alan Gifford. 'Willington still has no flood defences.' Also, David may have just defeated Goliath but Alan fears that Willington 'may succumb to the pressures of modern life and eventually become part of a huge suburban sprawl from Derby to Burton.'

John Orme, however, is guardedly optimistic: 'I think Willington is in robust health but it's vital that we remain constantly vigilant and ever determined to ensure we don't lose what is still essentially a rural village in a rural setting.'