Even in Kapli the Rani was busy getting together an army. Hugh Rose laid siege to Kalpi. When defeat was certain, Rao Saheb, Tatia and others fled with the Rani towards Gwalior.They reached Gopalpur and took rest in a grove. During the night Rao Saheb, Tatia and the next morning met the Rani. They had lost the will to fight.
The Rani said, " We have so far stayed inside the fort and faced the British. That is what we should continue to do. Gwalior Fort is near here. It is true that the Raja there is inclined towards the British. But I know that the army and the people are against British. In addition, there is already a huge stock of guns and ammunition there."
The Rani's suggestion was acceptable to the noblemen. When Tatia Tope reached Gwalior with an army in Gwalior cooperated. The Raja of Gwalior ran away and sought the protection of the British at Agra.