During the early part of the sixteenth century the relationship between England and Scotland was fragile at best, with sporadic periods of open hostility due to both political and religious differences. The largest and most significant of the engagements had been at Flodden in 1513, where the English defeated the Scots with huge losses, including the death of the King of Scotland, James IV. In the period following Flodden an uneasy truce existed between the two countries, but in 1542 this once more erupted into open conflict. Following the English Reformation in 1534, England and her king, Henry VIII, stood independent from Catholic Europe. This was a situation that suited Henry well while the individual European countries and states remained autonomous. But political isolation against a united front was Henry’s great fear . This was becoming increasingly likely as Pope Paul III sought an alliance between Scotland, France and the Holy Roman Empire. In response to the threat, Henry poured huge sums of money into projects for coastal and border fortification.

The 'old alliance' between France and Scotland had long represented one of the greatest threats for England. Henry was considering an invasion of France, but at the same time he had also to deal with the Scottish threat. He thus actively encouraged his barons in the north to raid into Scotland, at the same time as he sent gifts to the Scottish king, denying any involvement with the actions of his northern barons. The Scottish king, James V, was now facing both internal and external pressure, with many of his own barons refusing to pay taxes or acknowledge laws they didn’t approve of. He was therefore keen to halt the English raids. In 1541 Henry extended an invitation to James to meet in York, an invitation that James at first accepted, but fearing duplicity on Henry’s part he failed to attend. Henry’s intentions towards James at York may or may not have been honourable, but having waited there for twelve days he was furious at James’ failure to attend and stepped up the border raids. By October 1542 Henry no longer disguised his involvement, sending an army some 20,000 strong into Scotland, where they burnt Kelso and Roxburgh before retreating back into England.

In response James raised an army of some 18,000 troops in the west and headed for Carlisle. En-route James was taken ill and he remained at Lochmaben with a small guard, but the remainder of the army, under Lord Maxwell the Warden of the West March, crossed into England on 24th November 1542. The attack upon the western side of the Marches was a successful tactical move by James as the English had expected an attack in the east. However, the advantage this gave of both surprise and superior numbers was somewhat outweighed by in-fighting amongst the Scottish nobles. Moreover, Sir Thomas Wharton, the Warden of England's West March which had its base in the fortress of Carlisle, had at least been forewarned of the approach of the Scottish army. But the disparity of numbers still gave the Scots a dramatic advantage. Wharton was able to muster only 3,000 troops, for the bulk of the English army remained at Berwick, England's other great border fortress, guarding the main, eastern route into the kingdom.