On Friday morning, the 2nd of November, the troops appeared under the walls of Antwerp. They consisted of twenty-three companies of infantry and fourteen of cavalry, amounting to five thousand foot and twelve hundred horse. They were nearly all Walloons, soldiers who had already seen much active service, but unfortunately of a race warlike and fiery indeed, but upon whose steadiness not much more dependence could be placed at that day than in the age of Civilis. Champagny, brother of Granvelle, was Governor of the city. He was a sincere Catholic, but a still more sincere hater of the Spaniards. He saw in the mutiny a means of accomplishing their expulsion, and had already offered to the Prince of Orange his eager co-operation towards this result. In other matters there could be but small sympathy between William the Silent and the Cardinal's brother; but a common hatred united them, for a time at least, in a common purpose.

When the troops first made their appearance before the walls, Champagny was unwilling to grant them admittance. The addle-brained Oberstein had confessed to him the enormous blunder which he had committed in his midnight treaty, and at the same time ingenuously confessed his intention of sending it to the winds. The enemy had extorted from his dulness or his drunkenness a promise, which his mature and sober reason could not consider binding. It is needless to say that Champagny rebuked him for signing, and applauded him for breaking the treaty. At the same time its ill effects were already seen in the dissensions which existed among the German troops. Where all had been tampered with, and where the commanders had set the example of infidelity, it would have been strange if all had held firm. On the whole, however, Oberstein thought he could answer for his own troops: Upon Van Ende's division, although the crafty colonel dissembled his real intentions; very little reliance was placed. Thus there was distraction within the walls. Among those whom the burghers had been told to consider their defenders, there were probably many who were ready to join with their mortal foes at a moment's warning. Under these circumstances, Champagny hesitated about admitting these fresh troops from Brussels. He feared lest the Germans, who knew themselves doubted, might consider themselves doomed. He trembled, lest an irrepressible outbreak should occur within the walls, rendering the immediate destruction of the city by the Spaniards from without inevitable. Moreover, he thought it more desirable that this auxiliary force should be disposed at different points outside, in order to intercept the passage of the numerous bodies of Spaniards and other mutineers, who from various quarters would soon be on their way to the citadel. Havre, however, was so peremptory, and the burghers were so importunate, that Champagny was obliged to recede from his opposition before twenty-four hours had elapsed. Unwilling to take the responsibility of a farther refusal, he admitted the troops through the Burgherhout gate, on Saturday, the 3rd of November, at ten o'clock in the morning.

The Marquis of Havre, as commander-in-chief, called a council of war. It assembled at Count Oberstein's quarters, and consulted at first concerning a bundle of intercepted letters which Havre had brought with him. These constituted a correspondence between Sancho d'Avila with the heads of the mutiny at Alost, and many other places. The letters were all dated subsequently to Don Sancho's treaty with Oberstein, and contained arrangements for an immediate concentration of the whole available Spanish force at the citadel.

The treachery was so manifest, that Oberstein felt all self-reproach for his own breach of faith to be superfluous. It was however evident that the attack was to be immediately expected. What was to be done? All the officers counselled the immediate erection of a bulwark on the side of the city exposed to the castle, but there were no miners nor engineers. Champagny, however, recommended a skilful and experienced engineer to superintend; the work in the city; and pledged himself that burghers enough would volunteer as miners. In less than an hour, ten or twelve thousand persons, including multitudes of women of all ranks, were at work upon the lines marked out by the engineer. A ditch and breast-work extending from the gate of the Beguins to the street of the Abbey Saint Michael, were soon in rapid progress. Meantime, the newly arrived troops, with military insolence, claimed the privilege of quartering themselves in the best houses which they could find. They already began to, insult and annoy the citizens whom they had been sent to defend; nor were they destined to atone, by their subsequent conduct in the face of the enemy, for the brutality with which they treated their friends. Champagny, however; was ill-disposed to brook their licentiousness. They had been sent to protect the city and the homes of Antwerp from invasion. They were not to establish themselves, at every fireside on their first arrival. There was work enough for them out of doors, and they were to do that work at once. He ordered them to prepare for a bivouac in, the streets, and flew from house to house, sword in hand; driving forth the intruders at imminent peril of his life. Meantime, a number of Italian and Spanish merchants fled from the city, and took refuge in the castle. The Walloon soldiers were for immediately plundering their houses, as if plunder had been the object for which they had been sent to Antwerp. It was several hours before Champagny, with all his energy, was able to quell these disturbances.

In the course of the day, Oberstein received a letter from Don Sandra d'Avila, calling solemnly upon him to fulfil his treaty of the 29th of October. The German colonels from the citadel had, on the previous afternoon, held a personal interview with Oberstein beneath the walls, which had nearly ended in blows, and they had been obliged to save themselves by flight from the anger of the Count's soldiers, enraged at the deceit by which their leader had been so nearly entrapped. This summons of ridiculous solemnity to keep a treaty which had already been torn to shreds by both parties, Oberstein answered with defiance and contempt. The reply was an immediate cannonade from the batteries of the citadel; which made the position of those erecting the ramparts excessively dangerous. The wall was strengthened with bales of merchandise, casks of earth, upturned wagons, and similar bulky objects, hastily piled together. In, some places it was sixteen feet high; in others less than six. Night fell before the fortification was nearly completed. Unfortunately it was bright moonlight. The cannon from the fortress continued to play upon the half-finished works. The Walloons, and at last the citizens, feared to lift their heads above their frail rampart. The senators, whom Champagny had deputed to superintend the progress of the enterprise, finding the men so indisposed, deserted their posts. They promised themselves that, in the darkest hour of the following night, the work should be thoroughly completed. Alas! all hours of the coming night were destined to be dark enough, but in them was to be done no manner of work for defence. On Champagny alone seemed devolved an the labor and all the responsibility. He did his duty well, but he was but one man. Alone, with a heart full of anxiety, he wandered up and down all the night. With his own hands, assisted only by a few citizens and his own servants, he planted all the cannon with which they were provided, in the "Fencing Court," at a point where the battery might tell upon the castle. Unfortunately, the troops from Brussels had brought no artillery with them, and the means of defence against the strongest fortress in Europe were meagre indeed. The rampart had been left very weak at many vital points. A single upturned wagon was placed across the entrance to the important street of the Beguins. This negligence was to cost the city dear. At daybreak, there was a council held in Oberstein's quarters. Nearly all Champagny's directions had been neglected. He had desired that strong detachments should be posted during the night at various places of Security on the outskirts of the town, for the troops which were expected to arrive in small bodies at the citadel from various parts, might have thus been cut off before reaching their destination. Not even scouts had been stationed in sufficient numbers to obtain information of what was occurring outside. A thick mist hung over the city that eventful morning. Through its almost impenetrable veil, bodies of men had been seen moving into the castle, and the tramp of cavalry had been distinctly heard, and the troops of Romero, Vargas, Oliveira, and Valdez had already arrived from Lier, Breda, Maestricht, and from the forts on the Scheld.

The whole available force in the city was mustered without delay. Havre had claimed for his post the defence of the lines opposite the citadel, the place of responsibility and honor. Here the whole body of Walloons were stationed, together with a few companies of Germans. The ramparts, as stated, were far from impregnable, but it was hoped that this living rampart of six thousand men, standing on their own soil, and in front of the firesides and altars of their own countrymen; would prove a sufficient bulwark even against Spanish fury. Unhappily, the living barrier proved more frail than the feeble breastwork which the hands of burghers and women had constructed. Six thousand men were disposed along the side of the city opposite the fortress. The bulk of the German troops was stationed at different points on the more central streets and squares. The cavalry was posted on the opposite side of the city, along the Horse-market, and fronting the "New-town." The stars were still in the sky when Champagny got on horseback and rode through the streets, calling on the burghers to arm and assemble at different points. The principal places of rendezvous were the Cattlemarket and the Exchange. He rode along the lines of the Walloon regiments, conversing with the officers, Egmont, De Heze, and others, and encouraging the men, and went again to the Fencing Court, where he pointed the cannon with his own hand, and ordered their first discharge at the fortress. Thence he rode to the end of the Beguin street, where he dismounted and walked out upon the edge of the esplanade which stretched between the city and the castle. On this battle-ground a combat was even then occurring between a band of burghers and a reconnoitring party from the citadel. Champagny saw with satisfaction that the Antwerpers were victorious. They were skirmishing well with their disciplined foe, whom they at last beat back to the citadel. His experienced eye saw, however, that the retreat was only the signal for a general onslaught, which was soon to follow; and he returned into the city to give the last directions.

At ten o'clock, a moving wood was descried, approaching the citadel from the south-west. The whole body of the mutineers from Alost, wearing green branches in their helmets—had arrived under command of their Eletto, Navarrete. Nearly three thousand in number, they rushed into the castle, having accomplished their march of twenty-four miles since three o'clock in the morning. They were received with open arms. Sancho d'Avila ordered food and refreshments to be laid before them, but they refused everything but a draught of wine. They would dine in Paradise, they said, or sup in Antwerp. Finding his allies in such spirit, Don Sancho would not balk their humor. Since early morning, his own veterans had been eagerly awaiting his signal, "straining upon the start." The troops of Romero, Vargas, Valdez, were no less impatient. At about an hour before noon, nearly every living man in the citadel was mustered for the attack, hardly men enough being left behind to guard the gates. Five thousand veteran foot soldiers, besides six hundred cavalry, armed to the teeth, sallied from the portals of Alva's citadel. In the counterscarp they fell upon their knees, to invoke, according to custom, the blessing of God upon the Devil's work, which they were about to commit. The Bletto bore a standard, one side of which was emblazoned with the crucified Saviour, and the other with the Virgin Mary. The image of Him who said, "Love-your enemies," and the gentle face of the Madonna, were to smile from heaven upon deeds which might cause a shudder in the depths of hell. Their brief orisons concluded, they swept forward to the city. Three thousand Spaniards, under their Eletto, were to enter by the street of Saint Michael; the Germans, and the remainder of the Spanish foot, commanded by Romero, through that of Saint George. Champagny saw them coming, and spoke a last word of encouragement to the Walloons. The next moment the compact mass struck the barrier, as the thunderbolt descends from the cloud. There was scarcely a struggle. The Walloons, not waiting to look their enemy in the face, abandoned the posts which whey had themselves claimed. The Spaniards crashed through the bulwark, as though it had been a wall of glass. The Eletto was first to mount the rampart; the next instant he was shot dead, while his followers, undismayed, sprang over his body, and poured into the streets. The fatal gap, due to timidity and carelessness, let in the destructive tide. Champagny, seeing that the enemies had all crossed the barrier; leaped over a garden wall, passed through a house into a narrow lane, and thence to the nearest station of the German troops. Hastily collecting a small force, he led them in person to the rescue. The Germans fought well, died well, but they could not reanimate the courage of the Walloons, and all were now in full retreat, pursued by the ferocious Spaniards. In vain Champagny stormed among them; in vain he strove to rally their broken ranks. With his own hand he seized a banner from a retreating ensign, and called upon the nearest soldiers to make's stand against the foe. It was to bid the flying clouds pause before the tempest. Torn, broken, aimless, the scattered troops whirled through the streets before the pursuing wrath. Champagny, not yet despairing, galloped hither and thither, calling upon the burghers everywhere to rise in defence of their homes, nor did he call in vain. They came forth from every place of rendezvous, from every alley, from every house. They fought as men fight to defend their hearths and altars, but what could individual devotion avail, against the compact, disciplined, resistless mass of their foes? The order of defence was broken, there was no system, no concert, no rallying point, no authority. So soon as it was known that the Spaniards had crossed the rampart, that its six thousand defenders were in full retreat, it was inevitable that a panic should seize the city.

Their entrance once effected, the Spanish force had separated; according to previous arrangement, into two divisions, one half charging up the long street of Saint Michael, the other forcing its way through the Street of Saint Joris. "Santiago, Santiago! Espana, Espana! a sangre, a carne, a fuego, a Sacco!" Saint James, Spain, blood, flesh, fire, sack!!—such were the hideous cries which rang through every quarter of the city, as the savage horde advanced. Van Ende, with his German troops, had been stationed by the Marquis of Havre to defend the Saint Joris gate, but no sooner, did the Spaniards under Vargas present themselves, than he deserted to them instantly with his whole force. United with the Spanish cavalry, these traitorous defenders of Antwerp dashed in pursuit of those who had only been fainthearted. Thus the burghers saw themselves attacked by many of their friends, deserted by more. Whom were they to trust? Nevertheless, Oberstein's Germans were brave and faithful, resisting to the last, and dying every man in his harness. The tide of battle flowed hither and thither, through every street and narrow lane. It poured along the magnificent Place de Meer, where there was an obstinate contest. In front of the famous Exchange, where in peaceful hours, five thousand merchants met daily, to arrange the commercial affairs of Christendom, there was a determined rally, a savage slaughter. The citizens and faithful Germans, in this broader space, made a stand against their pursuers. The tesselated marble pavement, the graceful, cloister-like arcades ran red with blood. The ill-armed burghers faced their enemies clad in complete panoply, but they could only die for their homes. The massacre at this point was enormous, the resistance at last overcome.

Meantime, the Spanish cavalry had cleft its way through the city. On the side farthest removed from the castle; along the Horse-market, opposite the New-town, the states dragoons and the light horse of Beveren had been posted, and the flying masses of pursuers and pursued swept at last through this outer circle. Champagny was already there. He essayed, as his last hope, to rally the cavalry for a final stand, but the effort was fruitless. Already seized by the panic, they had attempted to rush from the city through the gate of Eeker. It was locked; they then turned and fled towards the Red-gate, where they were met face to face by Don Pedro Tassis, who charged upon them with his dragoons. Retreat seemed hopeless. A horseman in complete armor, with lance in rest, was seen to leap from the parapet of the outer wall into the moat below, whence, still on horseback, he escaped with life. Few were so fortunate. The confused mob of fugitives and conquerors, Spaniards, Walloons, Germans, burghers, struggling, shouting, striking, cursing, dying, swayed hither and thither like a stormy sea. Along the spacious Horse-market, the fugitives fled toward towards the quays. Many fell beneath the swords of the Spaniards, numbers were trodden to death by the hoofs of horses, still greater multitudes were hunted into the Scheld. Champagny, who had thought it possible, even at the last moment, to make a stand in the Newtown, and to fortify the Palace of the Hansa, saw himself deserted. With great daring and presence of mind, he effected his escape to the fleet of the Prince of Orange in the river. The Marquis of Havre, of whom no deeds of valor on that eventful day have been recorded, was equally successful. The unlucky Oberstein, attempting to leap into a boat, missed his footing, and oppressed by the weight of his armor, was drowned.

Meantime, while the short November day was fast declining, the combat still raged in the interior of the city. Various currents of conflict, forcing their separate way through many streets, had at last mingled in the Grande Place. Around this irregular, not very spacious square, stood the gorgeous Hotel de Ville, and the tall, many storied, fantastically gabled, richly decorated palaces of the guilds, Here a long struggle took place. It was terminated for a time by the cavalry of Vargas, who, arriving through the streets of Saint Joris, accompanied by the traitor Van Ende, charged decisively into the melee. The masses were broken, but multitudes of armed men found refuge in the buildings, and every house became a fortress. From, every window and balcony a hot fire was poured into the square, as, pent in a corner, the burghers stood at last at bay. It was difficult to carry the houses by storm, but they were soon set on fire. A large number of sutlers and other varlets had accompanied the Spaniards from the citadel, bringing torches and kindling materials for the express purpose of firing the town. With great dexterity, these means were now applied, and in a brief interval, the City-hall, and other edifices on the square were in flames. The conflagration spread with rapidity, house after house, street after street, taking fire. Nearly a thousand buildings, in the most splendid and wealthy quarter of the city, were soon in a blaze, and multitudes of human beings were burned with them. In the City-hall many were consumed, while others, leaped from the windows to renew the combat below. The many tortuous, streets which led down a slight descent from the rear of the Town house to the quays were all one vast conflagration. On the other side, the magnificent cathedral, separated from the Grande Place by a single row of buildings, was lighted up, but not attacked by the flames. The tall spire cast its gigantic shadow across the last desperate conflict. In the street called the Canal au Sucre, immediately behind the Town-house, there was a fierce struggle, a horrible massacre. A crowd of burghers; grave magistrates, and such of the German soldiers as remained alive, still confronted the ferocious Spaniards. There amid the flaming desolation, Goswyn Verreyck, the heroic margrave of the city, fought with the energy of hatred and despair. The burgomaster, Van der Meere, lay dead at his feet; senators, soldiers, citizens, fell fast around him, and he sank at last upon a heap of slain. With him effectual resistance ended. The remaining combatants were butchered, or were slowly forced downward to perish in the Scheld. Women, children, old men, were killed in countless numbers, and still, through all this havoc, directly over the heads of the struggling throng, suspended in mid-air above the din and smoke of the conflict, there sounded, every half-quarter of every hour, as if in gentle mockery, from the belfry of the cathedral, the tender and melodious chimes.