Ralph had need to put forth his best powers of generalship, for the force against him was led by four of William's most brilliant officers:—
Earl William de Warrenne and Surrey, the husband of the king's stepdaughter Gundred, to whom had been given twenty-eight manors in Yorkshire, and one hundred and thirty-nine lordships in Norfolk, and who was building a fine castle at Acre near Swaffham, so that he was Ralph's neighbour, and probably no very cordial one. The Norman earl had won experience of Fenland fighting in the campaign against Hereward a few seasons previously, and had never forgiven the English for killing his brother, who was leading the king's men through the terrible quagmires of the Isle of Ely; so he ground his teeth and swore strange oaths, as was the way of the Normans, that now the time for retribution had come.
Next there was Robert Malet, son of the brave old Sir William, who had helped to bear the corse of Harold Godwinsson to its first burial, and who took with him to his own grave the love and respect of Normans and English alike, leaving his son an inheritance of lands in Norfolk and Suffolk.
Besides were two warlike bishops: Odo of Bayeux, the king's half-brother, and Geoffrey of Coutances, warriors whose prestige was itself equal to a large body of troops.
After the death of Robert the Devil, Arlète of Falaise, the mother of William the Conqueror, married a knight named Herluin de Conteville, and bore him two sons, Robert, Count of Mortain, and Odo, Bishop of Bayeux.
Odo had a large share of the military genius of his great half-brother; nevertheless the chronicles say: 'He was no instigator to war, nor could he be drawn thereto, and therefore much feared by the soldiers. But upon great necessity, his counsels in military affairs were of special avail, so far as might consist with the safety of religion. To the king, whose brother he was by the mother, his affections were so great that he could not be severed from him, no, not in the camp.' He equipped one hundred ships of war as his contribution to the invasion of England, and fought in person at Hastings, for which he was rewarded by the earldom of Kent, one hundred and eighty-four lordships in that county, and two hundred and fifty in other parts of England, including Rising, in Norfolk, where he built a fine castle.
Affluence did not improve his character. He grew rapacious and greedy, and degraded his sacred office by flagrant immoralities.
The followers of these four redoubtable leaders far out-numbered De Guader's, and were better drilled and equipped; moreover, the defection of Waltheof had caused many of the Saxon and Anglo-Danish nobles to join the Norman camp, seeing a good opportunity to curry favour with the Conqueror.
Ralph's naturally dauntless spirit was, however, strung by the impossibility of turning back, and he formed his troops in the strongest position he could, taking advantage of the great Saxon fosse and rampart known as the Devil's Dyke, which runs from Eastmore to Narborough, lining the steep vallum with his archers and slingers and javelin men, and massing his cavalry on the firm open ground of Beachamwell Heath, with the hope of forcing his foe into the morasses that lay around Foulden; for in those days the Bedford level was undrained, and there were no old and new Bedford rivers to gather the waters, no Denver sluice to carry them off; the sweltering fens stretched far and wide, and miles and miles of land that is now fertile pasturage was haunted only by wildfowl and fishes.
Before commencing the attack, the leaders on the king's side sent forward a knight with a herald carrying the royal standard, and accompanied by trumpets to sound a parley. This being acceded to by De Guader, and a knight bearing his standard sent forth to meet them, the royal envoy, who was no less a person than the Bishop of Bayeux himself, rode forward, and delivered his charge in so loud and clear a voice, that it was audible to the cluster of knights who gathered round De Guader, before the herald officially repeated it.