After his failures in the summer of 1643, at Lansdown and Roundway Down, ultimately leading to the fall of Bristol, Sir William Waller had fallen back with his parliamentarian forces towards London. The royalists established additional garrisons to secure their newly gained territory. Their garrisons included Donnington castle near Newbury and Basing House near Winchester and Arundel.

During the winter of 1643-4 neither side in the Civil War could be said to have a distinct advantage in the field. The Royalist and Parliamentarian command centres were in Oxford and London respectively. Capture of either one of those cities would give either side a distinct advantage, bringing about the end of the war by negotiation rather than force. It was to the Western Army commanded by Sir Ralph Hopton that Charles looked to secure the counties of Dorset, Wiltshire and Hampshire and advance as close to London as possible. This ambitious task was to be accomplished with little more than 3,500 troops. The Parliamentarians had also formed a new army, the South-Eastern Association, with Sir William Waller commanding, in order to halt the royalist advance.

Waller and Hopton were old adversaries. Over the winter and into spring they competed for advantage in the region, with a major skirmish at Alton and attacks on various garrisons, at Basing House, Farnham and Arundel castle. Hopton twice attempted and failed to bring Waller to battle. By March 1644 the weather had settled sufficiently to allow both armies to resume actions in the field. Waller with some 10,000 troops advanced towards Winchester, which had been taken by the Royalists in October. On learning of his enemy’s movements Hopton moved quickly to intercept him and finally bring him to battle. With some 5,000 troops now at his commanded Hopton headed for Arlesford to block Waller’s approach to the city.