This Parish, which includes both of the above villages, extends east from St. Ives along the north bank of the River Great Ouse.  Residential development has been extensive in recent years and modern amenities include the School, the Recreation Ground, including thriving Bowls and Tennis Clubs, the Village Hall and a recently completed, Lottery funded, Millfields Sports facility.  A by-pass around Needingworth was completed in 1995.

The village of Needingworth, which developed along the former Turnpike Road from St. Ives to Ely, was largely rebuilt following a major fire in September, 1847 when all but a few 17th and 18th Century houses survived, notably "The Chestnuts" which dates from 1710.  This is now a private house.  Ancient fire hooks displayed in the High Street, commemorate this sad event.

The Queens Head is a pleasant social venue in the High Street while at the Overcote Ferry is the Pike and Eel, a 300 year old inn beside the River Great Ouse with its own moorings and marina.  The Village Lock-up or Cage, for the short-term imprisonment of local drunks or felons before they could be moved to larger accommodation, was built in 1838 and is situated in the centre of the village near the War Memorial.

Holywell, an ancient 'ring' village, to the south of Needingworth dates back to prehistoric times and takes its name from the Spring in the Churchyard.  The church of St. John the Baptist is more than 1000 years old and has a tower built in the 16th Century with stones brought from Ramsey Abbey.  The annual Well Dressing is one of the most colourful events of its kind in the District.

The village flanks the River Great Ouse and on the retaining banks built as a flood relief is the Old Ferry Boat, a pleasant riverside inn which is reputed to be one of the oldest in the Country.  It is said that the ghost of Juliet Tewsley, a local maiden who killed herself for love, still walks on the Anniversary of her death, 17th March, and that she sleeps, but does not rest, under her tombstone inside the inn.