In 1828 William Stenson observed the success of the Stockton & Darlington Railway and, with John Ellis, and his son Robert, travelled to see George Stephenson where he was building the Liverpool & Manchester Railway. Stephenson visited Leicester on their invitation and agreed to become involved. The first meeting to discuss the line was held at the Bell Inn in Leicester, where subscriptions amounting to £58,250 were raised. The remainder of the £90,000 was raised through Stephenson's financial contacts in Liverpool.

The line obtained the Royal Assent in 1830 and the first part opened in 1832. It was only the fifth such line to be authorised, opening six years before the London & Birmingham, and required techniques, particularly for the tunnel, only the second in the country, that were then virtually untried.

The engineer for the railway was Robert Stephenson, with the assistance of Thomas Miles, while his father raised much of the capital from friends in Liverpool.

From a station and coal wharf alongside the Soar Navigation at West Bridge on the west side of the Fosse Way in Leicester, it headed northwards for about a mile, before passing through the one-mile 36 yard long tunnel at Glenfield, to the valley of the Rothley Brook. It proceeded about five miles to Desford, then swung north west towards Bagworth. The original Bagworth station was at the foot of a 1 in 29 self-acting inclined plane to the summit at 565 feet. Then the line passed through a cutting at Battleflat before reaching Bardon Hill and on to Long Lane where new collieries were opened. Beyond Long Lane the railway descended by a further inclined plane of 1 in 17 to the existing coal mines at Swannington and an end on connection with the Coleorton railway, which linked to further coal mines and limestone quarries. The track was to be single throughout.

The low power of contemporary steam engines meant that where the gradient was steepest, locomotive haulage gave way to other means. As was common in those days, "There were two inclines on the line: one at Bagworth, rising at 1 in 29 towards Swannington and worked by gravity; and a much steepest though shorter one at the Swannington end, descending at 1 in 17 and worked by stationary engine.

The incline at Swannington is the only part still capable of exploration and is under the supervision of the Swannington Heritage Trust. The track bed down the incline has been opened as a footpath with information boards. The foundations of the engine house at the top of the incline, Template:Oscoor, have been uncovered and about 75 yards (75m) of track laid have been relaid. The historic winding engine was removed from here after the inclined closed to the National Railway Museum at York.