For the past two weeks, Wellington had been pursuing Napoleon from the Battle of Guadarrama and, though near exhausted, he had attempted to follow across the Douro River at Cuellar. What he found there though was not the battered and broken army that he had been chasing but instead a Fresh Corps of French veterans (grenadiers and Young Guard). Wellington was bloodily repulsed but while that was happening, Castanos was able to send five divisions around the French left flank to attack Burgos and thereby cut Napoleon's line of communications to his depot at Bayonne. General Drummond is freshly arrived in theater at brings 40,000 soldiers to the front. Two days after Wellington is beaten at Cuellar, Drummond crosses the Douro at Valladolid and seeks to make his presence felt in theater. He too is surprised to find not the scattered remnants of the French army but the same veteran divisions of III Corps opposing him. Wellington is also present but with very few troops. Together, the British generals would take an aggressive advance, knowing that to drive the French north is to drive them into a trap for Burgos is in Coalition hands.

The French deploy to the northwest of Valladolid. Wellington knows this ground well from the battle that he had fought here a month earlier and knows that it will be difficult to exploit the massive artillery advantage that the British enjoy in this undulating ground. The 3rd Portuguese Divisions and Cooke's artillery are not yet arrived but the British attack will go in immediately.

Cole's cavalry is given free rein on the British left, told to try to hook the French. Cole has questions about the forest that is to the northeast: if he should go north or south of them but no definite answer is given.

The French right and left wings advance quickly, unexpectedly, and this gives Cole and Cooke some pause. Abercrombie begins to divert toward the left.

The Portuguese arrive and are sent into the center to close the gap that is appearing between Abercrombie and Cooke. The French advances turn out to be delaying actions and both wings retire in the face of British advances. British artillery is getting no clear targets or even opportunities to unlimber.

The French form what appears to be a defensive line at the wood's edge. Abercrombie re-orients himself and prepares to advance up the center.

But before Drummond can order the center forward, two brigades of French Grenadiers charge forward. They would capture an artillery battery and send the 95th scampering to the rear. Before Abercrombie can organize a counter-attack, the grenadiers would sound the retreat and reform quickly behind the line of young guard. On the right, Cooke and the Reserve make steady progress against the French left. Massed British musketry would rout two French brigades.

And the French would continue to fall back, denying Wellington's troops a chance to get to grips time and time again.

Midway through the day, the British numbers appear overwhelming but they are so far unable to bring their numbers to bear in a decisive manner. 

The British grenadiers attack the last hilltop and get to grips with an artillery battery but French hussars counter-attack. The leading grenadiers would be sent fleeing to the rear but the following on brigade would manage to get into square and put an end to the immediate cavalry threat. The attack can proceed again.

Napoleon becomes alarmed at the possibility that the road to Palencia may be severed by Cooke and so he orders Kellerman to launch another bold counterattack. Grenadiers and Young Guard advance all across the center and some successes are gained. The British attack is stalled temporarily as they manoeuvre to deal with the French attack.

Cole though sees the French advance as an opportunity that cannot be passed up. Moments before he had received word that he was to send his cavalry north of the woods so it was insubordinate when he ordered his cavalry columns to sweep south of the woods and begin to roll up the right flank of the French grenadiers. The attack is a great success and it succeeds in sabering a grenadier brigade and capturing a battery. Three other guard and grenadier brigades would would be voluntarily retreated out of the crisis point to reform behind the left flank of the French army.

At the end of the battle, Napoleon's force is bruised but able to withdraw in good order to the north and Palencia. Drummond is frustrated by the inability of the British to bring their guns to bear on the slippery French and Wellington's troops notice that they bore the brunt of the fighting for the British.. again.