defenders and civilians died. (British casualties were 343). The Rani withdrew from the palace to the fort and after taking counsel decided that since resistance in the city was useless she must leave and join either Tatya Tope or Rao Sahib (Nana Sahib's nephew). The Rani escaped in the night with her son, surrounded by guards, probably while Rose's cavalry were busy looting. Rose was once again forced to pause while discipline and order was restored, but on 5 May he advanced towards Kalpi. Once again, the rebels attempted to fight in front of the city, and once again the British won a decisive although largely bloodless victory, at Kunch on 6 May. This led to demoralisation and mutual recrimination among the rebels, but their morale recovered when the Nawab of Banda reinforced them with his troops. On 16 May, they fought desperately to save the city, but were again defeated. Although there were few British battle casualties, many of Rose's soldiers were struck down by sunstroke. The recapture of Gwalior With the fall of Kalpi, Rose thought the campaign was over and applied to go on sick leave. The rebel leaders managed to rally some of their forces, and agreed on a plan to capture Gwalior from its ruler, Maharajah Scindia, who had continued to side with the British. On 1 June 1858 the Maharaja led his forces to Morar, a large military cantonment a few miles east of Gwalior, to fight a rebel army led by Tatya Tope, Rani Lakshmibai and Rao Sahib. This army had 7,000 infantry, 4,000 cavalry and 12 guns while he had only 1,500 cavalry, his bodyguard of 600 men and 8 guns. He waited for their attack which came at 7 o'clock in the morning; in this attack the rebel cavalry took the guns and most of the Gwalior forces except the bodyguard went over to the rebels (some deserted). The Maharaja and the remainder fled without stopping until they reached the British garrison at Agra. The rebels captured Gwalior, but there was no looting, other than from Scindia's treasury to pay the rebel troops. The rebels now wasted time celebrating and proclaiming the renewed rebellion. Rose had offered to remain in the field until his replacement arrived, and on 12 June, he recaptured Morar, in spite of the great heat and humidity. Rani Lakshmi Bai was killed in a cavalry action near