After his astonishing victory at Breitenfeld, Gustav struck south-west, deeper and deeper into Germany, taking the Pfaffengasse through the Thuringerwald and on to Wurzburg (taken on October 18th 1631) and Mainz. When the campaigning season of 1632 begun, Gustav led his army into the Catholic heartland of Bavaria, crossing the Lech on April 15th after a conflict which claimed the life of his opposing commander, the Graf von Tilly. Now it seemd that nothing could stop the Protestant army as 'the Lion of the North' marched it into Augsburg and then Munich (May 17th), with the Pfalzgraf Friedrich V at his side. This was symbolic because it had been the Count Palatine's acceptance of the Bohemian crown in 1619 - giving him two Electoral votes - that spurred the continent into war. Now the Imperial capital was in sight.

Albrecht von Wallenstein was said to have laughed at the news of Tilly's death because he knew the Emperor would have to come asking for his help again. And so it was with added verve that the reinstated Imperial Generalissimo set about driving the Protestants from Bohemia by the end of spring. Gustav chose to stand and fight at Nuremburg, but soon became trapped as he waited for Oxenstierna to send a relief force from Sweden. Of course once this had swelled Gustav's command to 45,000 men, Wallenstein was more than a little reluctant to fight an open battle, but Gustav had to attack before his huge force broke apart. The Battle of Alte Feste (3rd-4th September) was a disaster, although the 1,000 dead soon looked trivial as disease and desertion took their toll on his camp. The day after the anniversary of his greatest victory, Gustav withdrew and the two armies went their separate ways - Wallenstein north-east into Saxony (Sweden's ally) and Gustav back south to reassert control over Swabia and Bavaria.

But now the Emperor ordered Graf zu Pappenheim - commanding the second Catholic army - to rejoin Wallenstein's main army by way of Erfurt - the most important city in Thuringia. And Gustav, seeing the threat to his lines of communication through that province, immediately ordered his second army, under Duke Bernhard, to race Pappenheim there, in anticipation of an all out confrontation between all four forces. On November 7th the two Imperial armies met near Merseburg, while the two Protestant armies converged at Erfurt. Over the next three days Gustav led his army through Naumburg, and on November 12th led a reconnaisance to Weissenfels, where he was rather surprised to find the complete armies of Wallenstein and Pappenheim drawn up ready in front of him. Gustav quickly sent to Torgau for the assistance of the Elector of Saxony, Johann-Georg, and returned to fortify his position at Naumburg. Luckily for him, though, Wallenstein now took the bizarre step of dispersing his army, and Pappenheim happily led his corps back towards Lower Saxony, via Halle, on November 14th. Gustav saw his chance and, even before dawn the next morning, began marching on Wallenstein in battle order. This advance caught the Imperial rear as General Colloredo was escorting the small Imperial garrison away from Weisenfels, across the Rippach stream. The Swedes drew up in battle line, but Colloredo conducted a fighting retreat across the Rippach with the help of Count Isolano's nearby Croats, and, even though the Swedes gave chase, they were saved by the onset of dusk. Colloredo had already sent warning of the advance to his commander, who now fired three cannon shots to order the re-concentration of his nearby forces before sitting down to write to Pappenheim, recalling him to the town of Lutzen. At 2am Pappenheim turned his corps around and charged on ahead with his cavalry.

Wallenstein picked a prime defensive position along the Leipzig road, ordering the drainage ditches either side of it to be deepened and lined with musketeers. He placed his artillery on the windmill hill beside Lutzen and fortified the high walls around the gardens of Lutzen castle. His infantry was drawn up in a triangular position (five units in the front line, then two, then one in reserve), with his cavalry on the wings to prevent ouflanking. Holk commanded the Imperial left wing while they waited for Pappenheim, but at just 8.30am - almost four hours before that man arrived on the scene - the Swedish banners hoved into view.