Soon after the Romans pulled out of Britain to face the threat to Italy from the Visigoths the Saxons stepped in to fill the power vacuum.

Warwickshire was settled by two German tribes, Anglians travelling from the east and settling in the upper Avon valley and in the Tame-Blythe basin, and the West Saxons, moving northwards from the Thames and Severn valleys into the middle Avon area and South Warwickshire. They were pagan, and earliest groups cremated their dead. Later, burial replace cremation and people were buried with their personal ornaments and weapons. Important burial sites include one in Alveston, behind the Alveston Manor Hotel where 114 graves of the eighth and ninth centuries have been found.

Warwickshire was divided into two kingdoms. The north and east belonged to the South Mercians while south west Warwickshire was part of the kingdom of Hwicce. The Mercian kingdom became one of the largest and most important kingdoms, absorbing amongst others, the Hwicce whose kings became subject to Mercian leadership.

After the death of Penda, the last heathen ruler of Mercia, Christianity became the religion of the kings. In 709 the Hwicce were given their own bishop who established his cathedral at Worcester.