Counting stars is one of the oldest of mankind's investigations of our Universe. Every culture developed mythological `explanations' , struggling to break the `What came first?' conundrum. Astrological applications remain popular today. Scientific explanations eluded Newton, but progressed following the scientific application of the telescope by William Herschel, in Slough. Understanding the distribution and motions of stars today remains a state of the art challenge, linking remarkable technology, with the Gaia spacecraft [due for launch in December 2013], elementary particle physics, and challenging our understanding of when and where the chemical elements of which we are made were created, and how our Milky Way came to be what we see today.