Audley left Market Drayton heading east, aware that Salisbury was approaching along the same road. On reaching the point where the Hempmill Brook crosses the road in a valley running east-west, approximately two and a half miles from Market Drayton, Audley deployed his troops. On viewing his opponents position, Salisbury deployed his troops on the opposite side of the stream, digging defensive ditches and placing stakes to the fore. His left flank was protected by a wood and his right by a wagon laager.

As Salisbury had hoped, Audley attacked sending his cavalry across the stream, possibly believing that Salisbury was about to retreat.  The initial attack was beaten back under an arrow storm with the loss of many horses. The second attack met a similar fate, though with fewer losses. Audley then sent in infantry who engaged in fierce hand to hand combat but were unsupported by the cavalry, who believing the battle to be going in the enemies favour, fled the field. Audley was killed on the field and with their commander dead and their cavalry gone the infantry were quickly broken and routed. The Yorkists pursued the fleeing Lancastrians as far as the River Tern, some two miles away, where many more were killed.