Matilda's army, largely raised and commanded by Ranulf, Earl of Chester, crossed the Fosse Dyke to the west of Lincoln. He deployed for battle in a classic three divisions. Two cavalry division, one on each wing, and an infantry division in the centre. Stephen deployed his army from the west gate of Lincoln taking station on the slope leading down to the Fosse Dyke. His three divisions matched the Earls force. Ranulf's men were the first to attack and immediately broke Stephen's right wing. His left wing were doing well against Ranulf's right wing until the infantry came into the attack also. The king's infantry were engaged by the cavalry from their opponents left wing. Soon the cavalry of Stephen's left wing broke and he with his infantry were assailed on all sides.
Stephen was captured and the battle was lost.