In the month of October, Lally, with his slender force, the flower of which was the valiant Regiment de Lorraine, marched without opposition into the extensive district of Arcot (which seven years before had been overrun by Colonel Clive), and after remaining there at free-quarters for five days, marched back to Pondicherry.

The army was now totally destitute of pay, and the commissariat had no supply but plunder, while the departure of the Count d'Aché cut off all succour or retreat by the seaward. Though numerous, the troubles of Lally were just commencing. Discouraged and disunited by the naval disasters of d'Aché, the French officers were alternately fired with ardour and depressed by despair. M. de Bussy offered to raise 400,000 livres in three hours, if he was permitted to re-enter the Deccan with a body of troops; but being loth to divide his little force, and believing the result to be incredible, Lally wisely declined. De Bussy then informed him that he had 240,000 livres belonging to the East India Company, which were at his service if he would be responsible for them; but Lally still more wisely declined to compromise his honour by appropriating the money of the merchants to the service of the nation. He resumed his preparations for the siege of Madras while the British fleet was absent from its shore; but this measure was vehemently opposed by the Governor of Pondicherry, M. Duval de Leyrit, who urged the wretched state of the commissariat and the empty military chest. Lally's Irish spirit could ill brook such disputations, and, "pay or no pay," he was for marching at once.

However, he was compelled to take the opinion of the General Council of Pondicherry, some of whom adhered to De Leyrit; but five, headed by M. le Comte d'Estaigne, offered their plate, to the value of 80,000 livres, towards the expense of the expedition. The true and generous Lally gave, from his private purse, 140,000 livres; and having thus in some measure collected the sinews of war, with his small head-quarter force, 2700 French, and a body of sepoys, he advanced towards Madras early in December.

A march of sixty-three miles brought Lally, on the 12th day of the month, in sight of the town, which, by its strength, wealth, and annual revenue in calicos and muslins, was of such great consequence, even then, to the growing English East India Company. The diamond mines were only a week's journey distant, and the rumour of their priceless wealth, and splendid wonders, animated the French soldiers, as in three divisions they marched across the sunny plains of Choultry.

Madras, or Fort St George, was divided into two parts; one called the Black, and the other the White town. The former, Madraspatam, had been totally destroyed by the French in 1744, when they levelled to the ground every building that stood within three hundred yards of the fort. The walls of the latter, which rose above the centre of the English town were—as dispatches relate—all built of hard, iron-coloured stone, and defended by four gigantic bastions. The inner fort, or citadel, had a front of one hundred and eight yards; the outer fort consisted of half-moons, curtain-walls, and flankers, which, like the rusty-coloured ramparts of the town were studded by an incredible number of cannon. In short, the aspect of Madras, with its mansions covered by snow-white chunam, is delightful from the ocean, and magnificent from the land. On the latter, its walls are moated by a river, which falls into the sea on that flat and sandy shore, where a white and furious surf is ever rolling in mountains of foam.

As he crossed the plains, Lally was briskly cannonaded by the field-pieces of the enemy, and lost many officers and men; but, advancing steadily, took possession of Ogmore and Meliapore (or San Thomé), an old town of the Portuguese, who had built there a large church above a grave reputed to be that of St. Thomas, who had been murdered by a tribe that dwelt in the vicinity, and whose right legs, after that sacrilegious act, were, according to Dr. Fryar, swollen to the size of those of elephants.

Colonel Lawrence, a gallant and resolute officer, who commanded the garrison of Madras, was ably seconded by Pigot the governor, by Colonel Draper, Major Caillaud, and other gentlemen. Thus Lally encountered the most determined resistance. The garrison consisted of 5000 men; of these, 1600 were regular troops of the British line, 300 were sepoys, and 400 were servants of the East India Company. Lawrence retired to the island in order to prevent the French from obtaining possession of the island bridge, and ordered all the posts to be occupied in the Black Town, which was triangularly shaped, and surrounded by a fortified wall.

At daybreak, on the morning of the 14th December, Lally sent forward M. de Rillon at the head of his regiment, which assailed the Black Town with great spirit, and after giving and receiving several severe discharges of musketry, during a contest of some hours, gained the place, driving back the British, who retired by detachments into the fort or citadel of Madras. This successful movement was followed by an advance of the Regiment de Lorraine, to keep the ground De Rillon had won; but within an hour, a grand sortie was made upon them by a body of British infantry, led by Colonel Draper, who behaved with great personal bravery.

Shrouded in smoke, he led a charge of bayonets against the Regiment de Lorraine; a furious mêlée ensued, and the French must have been driven back, or cut off, had not Lally sent forward another detachment, with some sepoys, to sustain the troops of M. de Rillon. A great number of officers and men were shot or bayoneted on both sides; but Colonel Draper was compelled to retreat, for his grenadiers gave way in a somewhat discreditable manner. After this, the garrison of Madras contented themselves by defending their works, being too weak to engage in sorties beyond them.