The Mitanni king of Kadesh leads a Palestinian-Syrian coalition of some three hundred and thirty rebellious Canaanite princes to oppose the Egyptians in Syria-Palestine.
The Egyptian army assembles at the border fortress Tjaru (called Sile in Greek) and arrives ten days later at the Egyptian-loyal city of Gaza.
It leaves after one day's rest for the small city of Yehem, near Megiddo, which is reached after eleven days.
Megiddo, situated northeast of Carmel and about eighteen miles (twenty-nine kilometers) southeast of the modern city of Haifa, stands along the northwest-southeast route that connects the Phoenician cities with Jerusalem and the Jordan River valley, controlling a commonly used pass on the trading route between Egypt and Mesopotamia.
Here, Thutmose sends out scouts.
To continue north, they must pass the Mount Carmel ridge.
Behind it lies the city and fortress of Megiddo, where the rebel forces have gathered.
Of three possible routes from Yehem to Megiddo, both the northern route, via Zefti, and the southern route, by way of Taanach, give safe access to the Jezreel Valley.
The middle route, via Aruna, is risky, following a narrow ravine that the troops can only travel single-file.
If the enemy waits at the end of the ravine, the Egyptian forces risk being cut down piecemeal.
The army leaders plead therefore to take either of the two easier roads.
Thutmose III, with information from the scouts, decides instead to take the direct path to Megiddo.
Thutmose himself leads his men on a forced march to the lightly guarded city of Aruna; a quick assault scatters the rebels and his army enters the valley unopposed.
The rebels have left large infantry detachments guarding the two more likely paths, and have all but ignored the middle path.
With large parts of the rebel army far away to the north and south, the Egyptian army now has a clear path to Megiddo.
Thutmose, seizing the opportunity, sets up camp, arrays his forces close to the enemy during the night, and attacks at dawn.
The rebels are on high ground adjacent to the fortress; the Egyptian line is arranged in a concave formation that threatens both rebel flanks.
The Pharaoh leads the attack from the center.
The combination of position and numbers, along with an early, bold attack, breaks the enemy's will; their line immediately collapses.
Those near the city flee into it, closing the gates behind them.
As the Egyptian soldiers fall to plundering the enemy camp, the scattered rebel forces, including the kings of Kadesh and Megiddo, are able to rejoin the defenders inside the city.
Those inside lower clothing to the men and chariots and actually pull them up over the walls.
The opportunity of a quick capture of the city following the battle is thus lost.
The Egyptians besiege the city, sending forces throughout the rebel lands, all of which readily recognize Egyptian sovereignty, but the city holds out for as much as seven months until the Egyptians wins the decisive Battle of Qinnah Brook.
The victorious army takes home three hundred and forty prisoners, twenty thousand and forty-one mares, one hundred and ninety-one foals, six stallions, nine hundred and twenty-four chariots, two hundred suits of armor, five hundred and two bows, nineteen hundred and twenty-nine cattle, twenty-two thousand five hundred sheep, and the royal armor, chariot and tent-poles of the King of Megiddo.
Thutmose spares the city and citizens but requires of the defeated kings that they each send a son to the Egyptian court.
The Egyptians after this victory devastate southeastern Mitanni, particularly in the region around Carchemish, but fail to subdue the kingdom.
Egypt later crushes a Syrian rebellion and demands oaths of fealty from local rulers, then allies with the Hittites to drive the Mitannians out of Syria.
