Sir Colin Campbell had, after overpowering the Lucknow Residency, rushed to Windham in Kanpur for his rescue. Windham, in the meantime, was in an extremely dicey state of affairs. His strength of troops was receding and there was every chance that the Gwalior force, led by Tantya Topi could attack him any moment. He was stationed in such a stretch of the road, that it was accessible easily from both Gwalior and Delhi. However, Windham was a man of fearless spirit, and he could not be daunted so easily. Receiving no news from Sir Colin, he resolved to take on the native band by his own. The fight which ensued in the days of 26th, 27th, and 28th November, were pretty disastrous. Windham, with his weak battalion, was forced to retreat to Kanpur. And, in this state, Sir Colin crossed the Ganga River on the evening of the 28th of November.

As soon as Sir Colin Campbell had mastered the extent of Windham`s disaster, he re-crossed the Ganga River to Mangalwar. Then he pushed forward with his convoy of women and children, well covered by his troops. In this attempt, he baffled an attempt of the rebels to destroy the bridge of boats, and re-entered Kanhpur (Kanpur). His convoy he camped, on November 30, on the further side of the canal. The place was near the decomposing remains and riddled walls of the position Wheeler had held so long. Then, he turned to look at the position occupied by the rebels.

It was a strong one. Numbering 25,000 men, of whom rather less than one-half were trained sipahis (soldiers), the natives rested their centre on the town. The place was separated from the British force by the Ganga canal and interspersed with bungalows, high walls and cover of various kinds. Their right stretched out behind the canal into the plain, and was covered in front by lime-kilns and mounds of brick. Over the canal the rebels had thrown a bridge, but the extreme right flank was uncovered. Their left rested on the Ganga River. They were very resolute, and very confident.

Before attacking them, Sir Colin spent two days in making preparations for the despatch of his large convoy of women and children, of sick and wounded, to Allahabad. He sent them off on the night of the 3rd of December. Then, waiting until they had placed some miles between themselves and Kanhpur (Kanpur), he carefully examined the rebels` position. He concluded that, strong as it was on the left and in the centre, it might be possible to turn the right and roll them up. He had with him, inclusive of recently-arrived troops, approximately 5000 infantry, 600 cavalry, and 35 guns. The infantry of this force he divided into four brigades.

The third, commanded by Greathed, counted the 8th, the 64th, and the 2nd Punjab Infantry. The fourth, under Adrian Hope, contained the 53rd, the 42nd, the 93rd, and the 4th Punjab Rifles. The fifth, under Inglis, counted the 23rd, the 32nd, and the 82nd. The sixth, led by Walpole, was formed of the 2nd and 3rd Battalions Rifle Brigade, and a part of the 38th. The cavalry, commanded by Little, consisted of the 9th Lancers, and details of the 1st, 2nd, and 5th Punjab Cavalry and Hodson`s Horse. The artillery counted Peel`s Naval brigade, the troops of Blunt and Remmington, the batteries of Bourchier, of Middleton, of Smith, of Longden, and of Bridge, under the chief command of Dupuis. To Windham was consigned the charge of the entrenchment.

With this force Sir Colin attacked the rebels on the morning of the 6th of December. After an artillery fire, which lasted two hours, he directed Greathed to make a false attack on the centre. Walpole, Hope, and Inglis were ordered to attack from the right. Walpole thereupon crossed the canal and attracted the fire of the rebels. While Adrian Hope, supported by Inglis, took a long sweep to the left, and then, wheeling round, charged the unprotected flanks of the rebels` right. In this movement the 4th Punjab Rifles and the 53rd covered themselves with glory. They drove the rebels from mound to mound despite a resistance resolute and often brutal. At length they reached the bridge which the rebels had thrown over the canal. This the enemy had well cared for. Upon it they had concentrated so strong an artillery fire that it seemed almost impossible to force the way across.

However the gallant men, who had pushed the rebels before them up to that point, were not to be scared away by appearances. They rushed at the bridge with an unyielding determination to carry it. The rebels seemed equally resolved to prevent them. For a moment the struggle seemed doubtful. Suddenly a rumbling sound was heard. William Peel and his sailors, dragging a heavy twenty-four-pounder, came up with a run, planted the gun on the bridge, and opened fire. The effect was decisive. While it roused the assaulters to the highest enthusiasm, it completely cowed the rebels. With loud shouts Highlanders, Sikhs, and 53rd men rushed past the gun, dashed at the rebels, and drove them before them in untamed disorder. The Gwaliar (Gwalior) camp was now almost within their grasp. But before they could reach it, the gallant Bourchier, always in the front, passed them at a gallop, and, unlimbering, opened fire. A few minutes later the assaulters re-passed the guns, and the Gwaliar (Gwalior) camp was their own.

The victory was now gained. The Gwaliar (Gwalior) portion of the rebel force made, in wild flight, for the Kalpi road. They were pursued by Sir Colin in that direction in person to the fourteenth milestone. They had lost their camp, their stores, their magazines, a great part of their material, and their prestige.

The remainder of the rebels, composed for the most part of the armed retainers of revolted princes, had fallen back on the Bithor road. The pursuit of these Sir Colin had entrusted to the chief of his staff, Gener Mansfield. Mansfield advanced to a position from which he might have forced the surrender of the whole of the rebel force as it passed him. But Mansfield was short-sighted, and he did not care to trust the sight of others. Consequently, to the intense annoyance of his men, he allowed the rebels to defile close to him, unpunished and unpursued. In the commotion, the rebels took with them their guns. Sir Colin despatched, on the 9th, a force under Sir Hope Grant to remedy this tremendous mistake. Grant marched in pursuit of them, discovered their line of retreat by the articles which the heavy roads had compelled them to abandon. He caught them on the banks of the river just as they were about to escape across it into Oudh. Grant completely defeated them, taking all their guns. He pushed on further to Bithor, found it evacuated, and, as far as it was possible, destroyed it.

Thus Sir Colin avenged the defeat sustained by Windham. He was anxious to push on at once to recover the Duab, but he had to wait a fortnight for the arrival of carriage. It reached him on the 23rd of December. Meanwhile, learning that Seaton was advancing from Aligarh with a portion of the Delhi force, he detached Walpole`s brigade to occupy Itawah and Mainpuri. Seaton, about the same time, defeated the rebels between Gangari and Kasganj. He had then pushed on to Patiali, where they were reported to be in force. Here Seaton attacked and inflicted upon them a defeat which crushed the life out of many. Advancing rapidly towards Mainpuri, he defeated a rebel Raja on the way. By means of a very daring expedition made by Hodson and M`Dowell, Seaton opened communications with Sir Colin. He was, then with his force at Miran-Ki-Sarai (December 30). Four days later Seaton effected a junction with Walpole.

Meanwhile, the necessary carriage having arrived, Sir Colin had marched from Kanhpur (Kanpur) on 24th December. He had reached Miran-ki-sarai on the 30th. On the 2nd of January he forced a passage across the bridge over the Kali Nadi. He had to face a very strong opposition, however driving the survivors of the rebels into Rohilkhand. The next day, Colin occupied the fort of the rebel Nawab of Fathgarh, a man who had almost equalled Nana Sahib in his cruelties towards Englishmen. There, the following day, the junction of Walpole and Seaton`s divisions increased his force to more than 10,000 men. Sir Colin was anxious now to push on at once to the recovery of Rohilkhand. But Lord Canning from Allahabad, strongly and rightly insisted, that the re-conquest of Oudh demanded the earliest consideration.

Sir Colin gave way and made immediately preparations for carrying into effect the determination of the Governor-General. Manoeuvring so as to induce in Rohilkhand the belief that he intended to invade that province, he directed Seaton to hold Fathgarh and the Duab. Walpole was to make a demonstration against Rohilkhand. While, on the sandy plain between Undo and Banni in Oudh, he amassed infantry, cavalry, engineers, artillery, commissariat wagons, and camp followers. By 23rd February, Colin had collected there seventeen battalions of infantry, fifteen of which were British; twenty-eight squadrons of cavalry, including four English regiments; fifty-four light and eighty heavy guns and mortars.