Over the past three years Margaret of Anjou maintained the pressure on ending Richard, Duke of York claims to the throne. Finally, Richard decided it was time to act before his forces lost complete momentum. He decided to centralise his forces of 5,000 around Ludlow and then attack the Lancastrian forces.
Margaret ordered the Lancastrian army of 10,000 under Lord Audley to prevent Earl of Salisbury from marching from Middleham Castle in Yorkshire to Ludlow in Staffordshire.
Two miles east of the town of Market Drayton in Shropshire the battle started with an archery duel between the longbows of both armies. The Earl of Salisbury was aware that any attack across the brook would be suicidal, employed a ruse to encourage the enemy to attack him. He withdrew some of his middle-order just far enough that the Lancastrians believed them to be retreating.
The Lancastrians launched a cavalry charge, after they had committed themselves, the Earl of Salisbury ordered his men to turn back and catch the Lancastrians as they attempted to cross the brook. It had the effect of turning the balance in favour of the Earl of Salisbury. The charge resulted in heavy casualties for the Lancastrians.
The Lancastrians withdrew and made a second assault, the second attack was more successful with many Lancastrians crossing the brook which led to a period of intense fighting in which Lord Audley himself was killed.
The Lancastrian command now fell to the second-in-command, Lord Dudley who ordered an attack on foot with 4,000 men. The attack also failed, some 500 Lancastrians joined the enemy and began attacking their own side. All remaining Lancastrian resistance collapsed, the rout continued through the night, with the Yorkists pursuing the fleeing enemy for miles across the countryside.
At least 2,000 Lancastrians were killed, with the Yorkists losing nearly 1,000.