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After his futile attempt on Herzogenhusch the Count of Megen threw himself into Utrecht in order to prevent the execution of a design which Count Brederode had formed against that town. As it had suffered much from the army of the confederates, which was encamped in its immediate neighborhood, near Viane, it received Megen with open arms as its protector, and conformed to all the alterations which he made in the religious worship. Upon this he immediately caused a redoubt to be thrown up on the bank of the Leek, which would command Viane. Brederode, not disposed to await his attack, quitted that rendezvous with the best part of his army and hastened to Amsterdam.

However unprofitably the Prince of Orange appeared to be losing his time in Antwerp during these operations he was, nevertheless, busily employed. At his instigation the league had commenced recruiting, and Brederode had fortified his castles, for which purpose he himself presented him with three cannons which he had had cast at Utrecht. His eye watched all the movements of the court, and he kept the league warned of the towns which were next menaced with attack. But his chief object appeared to be to get possession of the principal places in the districts under his own government, to which end he with all his power secretly assisted Brederode's plans against Utrecht and Amsterdam. The most important place was the Island of Walcheren, where the king was expected to land; and he now planned a scheme for the surprise of this place, the conduct of which was entrusted to one of the confederate nobles, an intimate friend of the Prince of Orange, John of Marnix, Baron of Thoulouse, and brother of Philip of Aldegonde.

1567. Thoulouse maintained a secret understanding with the late mayor of Middleburg, Peter Haak, by which he expected to gain an opportunity of throwing a garrison into Middleburg and Flushing. The recruiting, however, for this undertaking, which was set on foot in Antwerp, could not be carried on so quietly as not to attract the notice of the magistrate. In order, therefore, to lull the suspicions of the latter, and at the same time to promote the success of the scheme, the prince caused the herald by public proclamation to order all foreign soldiers and strangers who were in the service of the state, or employed in other business, forthwith to quit the town. He might, say his adversaries, by closing the gates have easily made himself master of all these suspected recruits; but be expelled them from the town in order to drive them the more quickly to the place of their destination. They immediately embarked on the Scheldt, and sailed down to Rammekens; as, however, a marketvessel of Antwerp, which ran into Flushing a little before them had given warning of their design they were forbidden to enter the port. They found the same difficulty at Arnemuiden, near Middleburg, although the Protestants in that place exerted themselves to raise an insurrection in their favor. Thoulouse, therefore, without having accomplished anything, put about his ships and sailed back down the Scheldt as far as Osterweel, a quarter of a mile from Antwerp, where he disembarked his people and encamped on the shore, with the hope of getting men from Antwerp, and also in order to revive by his presence the courage of his party, which had been cast down by the proceedings of the magistrate. By the aid of the Calvinistic clergy, who recruited for him, his little army increased daily, so that at last he began to be formidable to the Antwerpians, whose whole territory he laid waste. The magistrate was for attacking him here with the militia, which, however, the Prince of Orange successfully opposed by the, pretext that it would not be prudent to strip the town of soldiers.

Meanwhile the regent had hastily brought together a small army under the command of Philip of Launoy, which moved from Brussels to Antwerp by forced marches. At the same time Count Megen managed to keep the army of the Gueux shut up and employed at Viane, so that it could neither hear of these movements nor hasten to the assistance of its confederates. Launoy, on his arrival attacked by surprise the dispersed crowds, who, little expecting an enemy, had gone out to plunder, and destroyed them in one terrible carnage. Thoulouse threw himself with the small remnant of his troops into a country house, which had served him as his headquarters, and for a long time defended himself with the courage of despair, until Launoy, finding it impossible to dislodge him, set fire to the house. The few who escaped the flames fell on the swords of the enemy or were drowned in the Scheldt. Thoulouse himself preferred to perish in the flames rather than to fall into the hands of the enemy. This victory, which swept off more than a thousand of the enemy, was purchased by the conqueror cheaply enough, for he did not lose more than two men. Three hundred of the leaguers who surrendered were cut down without mercy on the spot, as a sally from Antwerp was momentarily dreaded.

Before the battle actually commenced no anticipation of such an event had been entertained at Antwerp. The Prince of Orange, who had got early information of it, had taken the precaution the day before of causing the bridge which unites the town with Osterweel to be destroyed, in order, as he gave out, to prevent the Calvinists within the town going out to join the army of Thoulouse. A more probable motive seems to have been a fear lest the Catholics should attack the army of the Gueux general in the rear, or lest Launoy should prove victorious, and try to force his way into the town. On the same pretext the gates of the city were also shut by his orders, arnd the inhabitants, who did not comprehend the meaning of all these movements, fluctuated between curiosity and alarm, until the sound of artillery from Osterweel announced to them what there was going on. In clamorous crowds they all ran to the walls and ramparts, from which, as the wind drove the smoke from the contending armies, they commanded a full view of the whole battle. Both armies were so near to the town that they could discern their banners, and clearly distinguish the voices of the victors and the vanquished. More terrible even than the battle itself was the spectacle which this town now presented. Each of the conflicting armies had its friends and its enemies on the wall. All that went on in the plain roused on the ramparts exultation or dismay; on the issue of the conflict the fate of each spectator seemed to depend. Every movement on the field could be read in the faces of the townsmen; defeat and triumph, the terror of the conquered, and the fury of the conqueror. Here a painful but idle wish to support those who are giving way, to rally those who fly; there an equally futile desire to overtake them, to slay them, to extirpate them. Now the Gueux fly, and ten thousand men rejoice; Thoulouse's last place and refuge is in flames, and the hopes of twenty thousand citizens are consumed with him.