It was fought near Waters Creek in Newport News, Virginia between a group of local Patriot militia and British Army troops.

[2] Arnold's presence at Portsmouth was monitored by local Patriot militia, which turned out to respond to raiding and supply expeditions that he sent out.

They were led by Lieutenant Colonel Thomas Dundas, leader of the regiment known as the Royal Edinburgh Volunteers, and included a company of men from John Graves Simcoe's Queen's Rangers.

Mallory had recently been released from a brief imprisonment on board a Royal Navy ship as part of a prisoner exchange, and had been warned against taking up arms again.

Intelligence gained during this time led him to conclusions about the likely route of the expedition, so he tried to set up an ambush at a place called Tompkins' Bridge, crossing the creek between Hampton and York County.