At the time of Capel's descent on Nantwich, Brereton was with the Parliamentary army in the neighbourhood of Wem, where he remained for some time, having fortified the town, and being thus enabled to make frequent predatory incursions from it into the surrounding country, to the alarm of the Royalists who then garrisoned Shrewsbury. Taking advantage of his prolonged absence, Lord Capel resolved once more on attacking the great Puritan stronghold of Nantwich. On the 14th of October, he set out with a force of 3,400 men and artillery, moving by way of Whitchurch, Combermere, and Marbury; his men reached Acton at noon on the 16th, when, finding that some of the Nantwich troops were approaching, they took up a position in the church, which they fortified along with the neighbouring mansion of Dorfold, but hearing that Brereton was returning from Wem they deemed it unsafe to hazard an engagement, and, during the night, withdrew. Brereton did not remain many days at Nantwich. On the 7th November, accompanied by Sir Thomas Middleton, he set out for Wales. When night closed on that short November day they had got no further than Sir Richard Wilbraham's house at Woodhay, where they bivouacked for the night. On the following day they were joined by the Lancashire forces, when an attack was made upon Holt Castle, the Royalists were driven out, and the victors then marched to Wrexham, whence they would seem to have directed their march towards Chester, for on Saturday, November 11, Sir William, in company with Alderman Edwards, who had been mayor of the city in 1636, and a small force, set out for Hawarden Castle, which surrendered on their approach without so much as a shot being fired. On the Thursday following Brereton sent a summons from Hawarden to Sir Abraham Shipman, the governor of Chester, demanding the surrender of the city, and threatening severe punishment in case of refusal. To this demand the gallant old Royalist sent a curt and characteristic reply assuring Sir William that he was not to be terrified by words, and that if he wanted the city he must first come and win it. In the meantime, in anticipation of any attack that might be made, he caused the Handbridge suburbs to be destroyed to prevent the Roundheads sheltering in them, and at the same time demolished Overlegh Hall, Bache Hall, and Flookersbrook Hall, with their outhousing, lest enemies from other quarters might effect lodgments therein.