It is a full week since the battle of Palencia when Napoleon sends Marmont's I Corps southwest from Palencia. The force is much depleted from what it was a few months before. In particular, the amount of available artillery is severely lacking. Following the battle of Palencia, Wellington hurried south to deal with a crisis at Gibraltar and General Graham was left at Valladolid to supervise Hamilton's corps and coordinate with Drummond. General Drummond had withdrawn his army westward to recover his losses and Graham was left as the defense of the Old Castile capital. It has though been a week and Drummond's troops are starting to come forward again.

As the French advance, Graham chooses a battlefield north of Valladolid, near the village of Villanubla. Cooke, part of Drummond's command, is on his right and Hamilton takes the left.

Napoleon urges Marmont to attack aggressively but, at all costs, do not lose this army. Though the initial deployments would suggest that the French have a monumental task ahead of them, Marmont goes applies himself with good cheer and energy. 

Within the first hour, the French are launching combined arms attacks into the left of the British line. It is Picton that takes this first rush and the rifles are sent scampering to the rear. Massed French columns bring fire to bear against a narrow part of the battlefield.

Holes quickly begin to form in the British center but Cooke's corps is shifted into the center in time to repulse a French cavalry charge. Marmont's cavalry will be out of the fight for the next couple of hours as it regroups. In the center though, it is French grenadiers and young guard that are driving relentlessly forward.

As French units are routed, commanders are hurried back to rally them and get them advancing. This slows the attack but it would prove the correct decision.

More columns are hurled into the breech that is appearing in the British center. Cooke's troops, unable to deploy out of their columns, are made to pay by French grenadiers. General Graham's personal position becomes untenable and, in general, it becomes a very dangerous battlefield for British generals.

From the south, General Uxbridge arrives from Valladolid with a cavalry division.

Uxbridge would manoeuvre to menace Marmont's static left.

Cooke's Portuguese infantry would try to plug the ever widening gap. A large portion of Graham's force is disordered and routed and the Portuguese must buy time for the regulars to rally and reorder. Graham's right flank, though encouraged by the presence of Uxbridge, suffers terribly against French massed musketry.

When French columns of infantry press aggressively against Uxbridge though, they manage to rout one of the cavalry brigades which fatigues Uxbridge's corps. The prudent response of the cavalry commander is to pull the whole corps out of harm's way to reorganize.

Marmont's cavalry returns to the battle and is poised to take advantage of Uxbridge's circumstances. A couple of quick cavalry probes force a British brigade into square and the Grenadiers press aggressively against it.

Leith's hussars would see an opportunity though and order a charge against Marmont's cavalry. In the course of the Hussar charge, Marmont is grievously wounded.

The Hussar attack is beaten off but Marmont's wound would prove to be fatal. There is time for Napoleon to ride forward to hear the last word's of the Marshal.

But Leith is not finished with his attacks and no sooner has Marmont's soul passed when a thousand British cavalry ride forward and threaten to overrun the Emperor. Fortunate smiles and Napoleon is able to escape the initial rush. He joins the nearby French Hussars that are the subject of the charge. The presence of the Emperor proves to be the deciding factor in the cavalry melee that follows. The British are routed and, once again aided by the presence of the Emperor, the French light cavalry maintains perfect order and pursues with great success.  That pursuit would result in General Hamilton taking a light wound.

Even as the last of the Portuguese are routed back by the French cavalry pursuit, the French left begins to withdraw. For all the success that the French have been enjoying, they have been suffering heavy losses in doing so.

The armies separate and both sides are able to reorganize.

One more French cavalry charge is decisive and the Hussars are disordered as they ride through the routed Portuguese, sabering them.

As the battle ends, Hamilton and Cooke's corps are exhausted and unable to advance. The French cavalry is spent and Uxbridge is back in the battle, fresh and vigorous.

Napoleon is aware that General Drummond is near and the remainder of the British General's corps will be here by morning. There are no French reinforcements near enough to call upon. The Emperor orders Marmont's replacement to retreat back to Palencia.