Most economic development over the next fifty years is likely to be centred on regional towns. Many of regional conurbations are ill prepared to cope with growth pressures. Others are more geared up for 'smart growth'. Some regional settlements have aspirations to become 'knowledge hubs' to attract investment and generate prestigious local jobs. University status or expansion is one promising regional development catalyst. Urban beautification projects can also help to attract foreign talent or retain local skills and avoid the stigma associated with 'dormitory suburbs' or cultural deserts. However, the metamorphosis of conservative regional market towns into vibrant knowledge Arcadias confronts philosophical, forecasting, institutional, housing and funding constraints. The research outlines the contested urban renewal backdrop and applies an environmental scanning and systems framework to it. In its empirical phase, the research investigates how catalysts, drivers and development constraints manifest at the local level in the case of two expanding regional English conurbations - Hereford and Cirencester.