Covered by the Rhinegrave's cuirassiers, under Colonel Hume, of Carrolsidebrae, Hepburn's brigade of Scots intrenched themselves before the great gate of the town; the yellow brigade occupied the Custrin road; and the white brigade of Swedes was spread throughout the suburbs. After a smart cannonade, on Palm Sunday, the 3rd of April, the King of Sweden ordered a general assault.

"The Swedish soldiers wanting ladders for the scaling of the walls, runne to certaines Boores' houses hard bye, whence they bring away the racks in the stables, and those others without, upon which the Boores used to lay their cowes' meat. With these and some store of hatchets they had gotten, to a mightie strong palisadoe of the enemies' neere the walls they goe, which they fell to hewing downe. The enemies labouring to defend the stocket or palisadoe, to it on both sides they fall; the bullets darkening the very aire with a showre of lead. The Imperialists being at length, by main force, beaten off, retire through a sally-port into the towne. Being entered within the outer port, there stay they and shoote amaine. The King calling Sir John Hebron and Colonel Lumsden unto him—'Now, my brave Scotts' (saies he), 'remember your countrymen slain at New Brandenburg!'"[14]

The Scottish infantry advanced with their pikes in the front rank and their musketeers firing over their heads; thus a terrible slaughter was soon made of the Imperialists. "One Scottish man," continues the quaint record of the Swedish war, "killed eighteen men with his own hand. Here did Lumsden take eighteen colours; yea, such testimony showed he of his valour, that the king after the battle bade him aske what he wolde, and he wolde give it to him." This brave officer was Colonel Sir James Lumsden, of Invergellie, in Fifeshire, afterwards made Governor of Newcastle by the Scottish Parliament, and a major-general in the army which invaded England in 1640.

Meanwhile Gustavus was pressing with his own brigade upon the quarter occupied by Butler and his Irish musketeers, who defended themselves with incredible resolution; so much so, that when one of them was dragged over the rampart, he was asked by the Swedish king, "what soldiers these were who fought so valiantly?" "Colonel Butler's Irish regiment," replied the prisoner. This was at half-past one in the day, and Gustavus, on hearing it (according to Harte), drew off his brigade, and in despair of forcing a passage through the Irish, assailed the strong Gueben gate, and about four in the afternoon broke into the town through the Germans.

The Governor, Schomberg, Campmaster-General Tieffenbach, the Count de Montecuculi, Colonels Behem and Herbertstein, with most of the Imperialists, fled out of the city with great baseness, leaving the faithful Butler to fight single-handed against the tides of Swedes and Scots who surrounded his almost indefensible post. Already three Irish lieutenant-colonels, O'Neil, Patrick, and Macarthy were slain, with Captain-Lieutenants Grace and Brown, and Ensign Butler, all Irish, and many of their men. At last Walter Butler was pierced by a bullet, and had his sword-arm broken by a musket-ball, and when he fell the remnant of his gallant soldiers surrendered, and resistance was at an end.

Meanwhile the fugitive generals fled towards Silesia, and everywhere gave out that Butler and the Irish had betrayed Frankfort, by permitting the enemy to enter by their quarter, as it was the weakest; and had it not been for a providential accident, adds an historian, Butler might have been beheaded and degraded, in spite of all his gallant services; but next day, says one of the stormers, the Scottish Colonel Munro, in his history, "It was to be seen where the best service was done; and truly had all the rest (of the Imperialists) stood to it as well as the Irish did, we had returned with great loss, and without victory." He adds, there were taken fifty standards, one colonel, five lieutenant-colonels, "and one Irish cavalier, Butler, who behaved himself honourably and well." Hundreds of Imperialists were drowned in the Oder, and a vast quantity of plunder was taken. That night the King of Sweden gave a banquet to his principal officers and colonels, Sir John Hepburn, Munro, Lumsden, Sir John Banier, and others; and when they were assembling, "Cavaliers," said he, "I will not eat a morsel until I have seen this brave Irishman of whom we hear so much; and yet," he added, to Colonel Hume, "I have that to say to him which he may not be pleased to hear."

Butler's wounds rendered him incapable of exertion; but on a litter of pikes being formed, he was conveyed into the presence of Gustavus, who gazed at him sternly, and asked with anger—

"Sir, art thou the elder or the younger Butler?"

"May it please your Majesty," replied the wounded man, "I am but the younger."

"God be praised!" said Gustavus Adolphus. "Thou art a brave fellow. Hadst thou been the elder, I meant to have run my sword through thy body; but now my own physicians shall attend thee, and nothing shall be omitted that may procure thee happiness and ease."