The later chapel on this site was built by Bishop Stillington (1466-91): it followed the orientation of the cathedral, and was of much larger size than the former building, being about 107 ft. in length. It consisted of a nave, transepts and choir, with fan-tracery vault, of which some fragments have been lately fixed in the cloister wall. Most profusely ornamented and panelled within, as can be seen by the west end against the cloister wall, it is considered to have been the chef d'oeuvre of the Somerset Perpendicular, surpassing even Sherborne and St. Mary, Redcliffe.

But its glory was not to be for long. Stillington was buried in this "goodly Lady Chapell in the Cloysters," says Godwin, "but rested not long there; for it is reported that divers olde men, who in their youth had not onely scene the celebration of his funeral, but also the building of his tombe, chapell, and all did also see tombe and chapell destroyed, and the bones of the Bishop that built them turned out of the lead in which they were interred." This was in 1552, when Bishop Barlow and the chapter made a grant to that barbarous scoundrel, Sir John Gates, of "the chappie, sett, lyinge and beynge by the cloyster on the south syde of the said Cathedral Church of Wells, commonly called the Ladye Chapple, with all the stones and stonework, ledde, glasse, tymbre, and iron ... the soyle that the sayd chappie standeth upon only excepted." The condition was that the rubble should be all cleared away, and the ground made "fayre and playn," within four years; but before this period had elapsed, Sir John's head had gone the way of the Lady Chapel.

The Cloister in its more prominent features is Perpendicular, having been rebuilt in the fifteenth century. Nevertheless the outer walls are of Jocelin's date, together with the doorway leading into the palace (see illustration on this page); and the lower part of the east cloister wall, including the two small doorways therein, is said by Mr Buckle to be undoubtedly earlier than Jocelin's time, and contemporary with the north porch, c. 1185. Thus we have still the original plan at least of the thirteenth-century cloisters. This plan is characteristic of a non-monastic church, where the cloister is not the centre of a common life, but merely an ornamental convenience which might or might not be added, and when added might be of any fashion that was desired. There is no walk on the north side, no refectory or dormitory, and the plan is not square, as would be the case with a conventual building, but an irregular parallelogram, while the eastern walk is built up against the south end of the transept instead of against its western wall.

The inner part of Jocelin's cloister was probably a wooden penthouse like that of Glastonbury. At all events, it has entirely disappeared. The eastern alley was built by the executors of Bishop Bubwith, who died in 1424. That on the west, with its rooms, was built by Beckington (1443-65) and his executors. That on the south was completed soon after by Thomas Henry, the treasurer. Beckington, by the way, showed a reckless disregard of the earlier work by carrying his cloister right up against the south-west tower, and completely concealing the beautiful arcading of that part. Beckington's executors, in the time of Bishop Stillington, also built the singing school over the western cloister. Bubwith's executors built the northern part of the library over the eastern cloister; but the southern part was added at a later date. The square windows were inserted later still by the famous Dr Busby, about 1670. The fourteen bays of lierned vaulting over the east alley, and one on the south, were executed in 1457-8 by John Turpyn Lathamo, at the cost, we find from the fabric roll, of ¾d. per foot, or £6, 11s. 3d. for the whole, though an additional ten shillings was presented to him for his diligence.

Each alley consists of thirteen bays in the Perpendicular style; the windows are now all unglazed, of six lights, with transoms and tracery; between the windows are buttresses to support the rooms above, which extend, however, only over the east and west alleys. Turpyn's vaulting is of a curiously decadent character, which reminds one of the Jacobean Gothic of Oxford and Cambridge. The ribs spread at the start to enclose a trefoiled panel, and they curve into one another when they meet at the bosses. In the rest of the south walk, however, the bosses are square, and receive the ribs in the usual manner; in the west walk they are still square, and more varied in their ornament, bearing Beckington's initials, arms, and rebus, arranged in several different ways. Beckington's arms, which occur also on the gateways, are argent on a fess azure, between in chief three bucks' heads caboshed gules, and in base as many pheons sable, a bishop's mitre or. His rebus is a fire beacon lighted, a tun holding the fire.

Two small stone pent-houses, of which the purpose is uncertain, are built up against the windows of the fourth and sixth bays of the eastern alley. The vault of this alley was built without reference to the fine Early English doorway into the transept, one side of which it hides, the weather moulding being cut away. This doorway is mentioned in an Act of the Chapter of 1297, but it was probably made by Jocelin before he built the cloister wall, which comes uncomfortably near to the door, as if it were an afterthought. The companion doorway from the western alley, which was the usual entrance to the cathedral in the thirteenth century, has been similarly defaced by the vault. Three annual fairs used to be held in the cemetery, till Bishop Reginald set apart for the purpose the new ground which is still the market-place. The traditional entrance to the church by this south-western porch may have been due to the fact that the citizens gathered for secular business on the south-western side. At the south end of the eastern alley is the Early English bishop's doorway, which no doubt led straight to the palace in the days when there was no moat to obstruct this route. The door was originally hung to open inwards; a beautiful moulding was destroyed to hang it in its present position. There is a bracket of later date over this doorway.