Frederick V, the Winter King, had died in 1632. The desire to recover the Palatinate, which had sparked English intervention in the Thirty Years' War in the previous years was at this point disregarded by most. In 1638 Charles Louis, 2nd son and heir of Frederick made one last attempt to recover his territories. Choosing as his base of operations the town of Meppen, on the Münster-East Frisian frontier, he raised a force of 4,000 men using English gold. Alongside Charles Louis were his brother Prince Rupert and a company of English gallants dedicated to the Winter Queen, including Lord Craven, and the Earl of Northampton.
To assist Charles Louis, the commander of the Swedish army Johan Banér sent Charles Louis a 1,000 strong detachment, under the command Lieutenant-General James King (a Scot who had commanded the Swedish left wing at the Battle of Wittstock in 1636). Many of these were British, such as Colonel William Vavasour.
The original plan was to form the army in Westphalia and then to advance through Hesse and to retake the Palatine. However Banér considered this to be unrealistic and persuaded the participants that they should start by besieging and capturing Lemgo, ostensibly to secure their lines of communication, but it also suited the wider war aims of the Swedes because whatever else happened during the campaign it would be a concrete loss for Banér's enemies and a gain for him.
On 15 October 1638 the Palatine-Swedish army started to besiege Lemgo, and the Imperial Field Marshal Melchior von Hatzfeldt—who had been assigned to command Imperial forces in Westphalia after his defeat at Wittstock, immediately started to assemble a relief force.
The next day this approaching force was detected by Palatine-Swedish vedettes who estimated it to be 8,000 strong, so their commanders decided to raise the siege and retreat to the Swedish fortress at Minden. The Palatines had two possible routes to Minden, they chose to take the road to Vlotho, which was shorter, but also meant that they remained on the same side of the river Weser as the Hatzfeldt. Their major problem was that unless they abandoned their artillery and baggage train whatever route they took Hatzfeldt unencumbered force was going to catch up with them.