A Swedish detachment of 1,000 dragoons sent out by Charles XII of Sweden from Grodno under Carl Gustaf Dücker[1] sought to meet up with a larger Polish contingent under Józef Potocki and Jan Kazimierz Sapieha the Elder at Valkininkai, before marching towards Vilnius in order to secure the Swedish connection to Swedish Livonia which had been disturbed by Russian forces ever since the Battle of Gemauerthof.

[4] However, at the same time an allied force of about 4,600–7,000 Russians, Poles and Lithuanians under Christian Felix Bauer, Michał Serwacy Wiśniowiecki and Grzegorz Antoni Ogiński marched in their direction in order to beat the pro-Swedish Poles and Lithuanians before regrouping with their Swedish allies.

[5] The Swedish and Russian–Polish forces soon, rather unexpectedly, stumbled upon each other outside of the town where a fierce fight took place.

Meanwhile, the battle was witnessed from a distance away by the Swedish–friendly Poles and Lithuanians who had yet to participate in the fighting.

[3] The Swedes soon arrived at Vilnius where they captured a large bulk of Russian supplies.