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In the meantime the main force was directed against Antwerp, which he now closely invested. He fixed his headquarters at Bevern in Flanders, a few miles from Antwerp, where he found a fortified camp. The protection of the Flemish bank of the Scheldt was entrusted to the Margrave of Rysburg, general of cavalry; the Brabant bank to the Count Peter Ernest Von Mansfeld, who was joined by another Spanish leader, Mondragone. Both the latter succeeded in crossing the Scheldt upon pontoons, notwithstanding the Flemish admiral's ship was sent to oppose them, and, passing Antwerp, took up their position at Stabroek in Bergen. Detached corps dispersed themselves along the whole Brabant side, partly to secure the dykes and the roads.

Some miles below Antwerp the Scheldt was guarded by two strong forts, of which one was situated at Liefkenshoek on the island Doel, in Flanders, the other at Lillo, exactly opposite the coast of Brabant. The last had been erected by Mondragone himself, by order of the Duke of Alvaa, when the latter was still master of Antwerp, and for this very reason the Duke of Parma now entrusted to him the attack upon it. On the possession of these two forts the success of the siege seemed wholly to depend, since all the vessels sailing from Zealand to Antwerp must pass under their guns. Both forts had a short time before been strengthened by the besieged, and the former was scarcely finished when the Margrave of Rysburg attacked it. The celerity with which he went to work surprised the enemy before they were sufficiently prepared for defence, and a brisk assault quickly placed Liefkenshoek in the hands of the Spaniards. The confederates sustained this loss on the same fatal day that the Prince of Orange fell at Delft by the hands of an assassin. The other batteries, erected on the island of Doel, were partly abandoned by their defenders, partly taken by surprise, so that in a short time the whole Flemish side was cleared of the enemy. But the fort at Lillo, on the Brabant shore, offered a more vigorous resistance, since the people of Antwerp had had time to strengthen its fortifications and to provide it with a strong garrison. Furious sallies of the besieged, led by Odets von Teligny, supported by the cannon of the fort, destroyed all the works of the Spaniards, and an inundation, which was effected by opening the sluices, finally drove them away from the place after a three weeks' siege, and with the loss of nearly two thousand killed. They now retired into their fortified camp at Stabroek, and contented themselves with taking possession of the dams which run across the lowlands of Bergen, and oppose a breastwork to the encroachments of the East Scheldt.

The failure of his attempt upon the fort of Lillo compelled the Prince of Parma to change his measures. As he could not succeed in stopping the passage of the Scheldt by his original plan, on which the success of the siege entirely depended, he determined to effect his purpose by throwing a bridge across the whole breadth of the river. The thought was bold, and there were many who held it to be rash. Both the breadth of the stream, which at this part exceeds twelve hundred paces, as well as its violence, which is still further augmented by the tides of the neighboring sea, appeared to render every attempt of this kind impracticable. Moreover, he had to contend with a deficiency of timber, vessels, and workmen, as well as with the dangerous position between the fleets of Antwerp and of Zealand, to which it would necessarily be an easy task, in combination with a boisterous element, to interrupt so tedious a work. But the Prince of Parma knew his power, and his settled resolution would yield to nothing short of absolute impossibility. After he had caused the breadth as well as the depth of the river to be measured, and had consulted with two of his most skilful engineers, Barocci and Plato, it was settled that the bridge should be constructed between Calloo in Flanders and Ordain in Brabant. This spot was selected because the river is here narrowest, and bends a little to the right, and so detains vessels a while by compelling them to tack. To cover the bridge strong bastions were erected at both ends, of which the one on the Flanders side was named Fort St. Maria, the other, on the Brabant side, Fort St. Philip, in honor of the king.

While active preparations were making in the Spanish camp for the execution of this scheme, and the whole attention of the enemy was directed to it, the duke made an unexpected attack upon Dendermonde, a strong town between Ghent and Antwerp, at the confluence of the Dender and the Scheldt. As long as this important place was in the hands of the enemy the towns of Ghent and Antwerp could mutually support each other, and by the facility of their communication frustrate all the efforts of the besiegers. Its capture would leave the prince free to act against both towns, and might decide the fate of his undertaking. The rapidity of his attack left the besieged no time to open their sluices and lay the country under water. A hot cannonade was opened upon the chief bastion of the town before the Brussels gate, but was answered by the fire of the besieged, which made great havoc amongst the Spaniards. It increased, however, rather than discouraged their ardor, and the insults of the garrison, who mutilated the statue of a saint before their eyes, and after treating it with the most contumelious indignity, hurled it down from the rampart, raised their fury to the highest pitch. Clamorously they demanded to be led against the bastion before their fire had made a sufficient breach in it, and the prince, to avail himself of the first ardor of their impetuosity, gave the signal for the assault. After a sanguinary contest of two hours the rampart was mounted, and those who were not sacrificed to the first fury of the Spaniards threw themselves into the town. The latter was indeed now more exposed, a fire being directed upon it from the works which had been carried; but its strong walls and the broad moat which surrounded it gave reason to expect a protracted resistance. The inventive resources of the Prince of Parma soon overcame this obstacle also. While the bombardment was carried on night and day, the troops were incessantly employed in diverting the course of the Dender, which supplied the fosse with water, and the besieged were seized with despair as they saw the water of the trenches, the last defence of the town, gradually disappear. They hastened to capitulate, and in August, 1584, received a Spanish garrison. Thus, in the space of eleven days, the Prince of Parrna accomplished an undertaking which, in the opinion of competent judges, would require as many weeks.

The town of Ghent, now cut off from Antwerp and the sea, and hard pressed by the troops of the king, which were encamped in its vicinity, and without hope of immediate succor, began to despair, as famine, with all its dreadful train, advanced upon them with rapid steps. The inhabitants therefore despatched deputies to the Spanish camp at Bevern, to tender its submission to the king upon the same terms as the prince had a short time previously offered. The deputies were informed that the time for treaties was past, and that an unconditional submission alone could appease the just anger of the monarch whom they had offended by their rebellion. Nay, they were even given to understand that it would be only through his great mercy if the same humiliation were not exacted from them as their rebellious ancestors were forced to undergo under Charles V., namely, to implore pardon half-naked, and with a cord round their necks. The deputies returned to Ghent in despair, but three days afterwards a new deputation was sent to the Spanish camp, which at last, by the intercession of one of the prince's friends, who was a prisoner in Ghent, obtained peace upon moderate terms. The town was to pay a fine of two hundred thousand florins, recall the banished papists, and expel the Protestant inhabitants, who, however, were to be allowed two years for the settlement of their affairs. All the inhabitants except six, who were reserved for capital punishment (but afterwards pardoned), were included in a general amnesty, and the garrison, which amounted to two thousand men, was allowed to evacuate the place with the honors of war. This treaty was concluded in September of the same year, at the headquarters at Bevern, and immediately three thousand Spaniards marched into the town as a garrison.