It took place during the reconquest by the armies of Philip II of Spain of the Burgundian Netherlands, whose different provinces had united in 1576 under the Pacification of Ghent to drive out the foreign troops and to grant religious liberty to Protestants.

Despite the rebel victory at the Battle of Rijmenam in July 1578, much of the Southern Netherlands were lost to the Spanish Army during the autumn; Brussels was menaced, and the States General were moved to the safer Antwerp.

As a feint to distract the Dutch rebels from his goal, but also aiming to scare Antwerp's inhabitants, Farnese moved with his troops to surprise the village of Borgerhout, very close to Antwerp, where a part of the Dutch States Army had its quarters, namely 3,000 or 4,000 infantry which were the backbone of the rebel army and consisted of French Calvinists under François de la Noue, and English and Scottish troops under John Norrey's orders.

On 2 March Farnese deployed elements of his army in a plain stretching between his position at the village of Ranst and the Dutch camp at Borgerhout, which Norreys and De la Noue had fortified with moats, palisades, and earthworks.

Norreys and De la Noue's men opposed a strong defence, but Farnese, throwing his light cavalry into the battle, forced the Dutch troops to abandon Borgerhout and look for shelter under the artillery of Antwerp's walls.

William of Orange, leader of the Dutch revolt, and Archduke Matthias of Habsburg, Governor-General of the Netherlands appointed by the States General, witnessed the fight from Antwerp's walls.

[5][6] John of Austria, the victor of Lepanto and replacement to Requesens, had no choice but to sign the Perpetual Edict in 1577, accepting the Pacification of Ghent, but later, frustrated by the intransigence of Orange and his supporters, he seized the citadel of Namur and recalled his troops.

[8] However, despite the Spanish failure to exploit militarily the victory of Gembloux, it rendered important political benefits to the royal cause in the Netherlands, as it shattered the unity of the Dutch rebels.

[10] Aiming to restore the military capability of the Dutch rebels, Elizabeth arranged with John Casimir, son of the Calvinist Elector Palatine, the raising of a German Army under English pay to assist the Dutch troops[11] John Casimir brought to the Netherlands 11,000 men, but instead of fighting the Spanish, he sided with the Calvinist extremists at Ghent and widened the gap between the Catholic and Protestant rebels.

The Union of Arras opened talks in February with Alexander Farnese, who succeeded his uncle John of Austria as the Royal-appointed Governor-General of the Netherlands, to reconcile with Philip II.

[23] Moreover, while John Casimir himself was in England dealing with Elizabeth I, Farnese agreed with his lieutenant, Maurice of Saxe-Lauenburg, the withdrawal of the Calvinist army, which the Spaniards allowed to leave the Netherlands freely.

[27] Orange deployed four additional French infantry regiments and Walloon troops from the nearby garrisons of Ath and Termonde behind Borgerhout and under the protection of Antwerp's citadel and moat.

[34] On the Dutch side, while De la Noue and Norreys directed the men standing in Borgerhout, William of Orange witnessed the battle from the walls of Antwerp in company of Archduke Matthias, brother of the Holy Roman Emperor Rudolf II, whom the States General had elected as Governor of the Netherlands in opposition to the deceased John of Austria.

While the sleeves of musketeers from the Spanish and German units exchanged fire with the Dutch troops covered by the rampart, Sacchino's Walloons drove the defenders of Deurne behind the Groot Schijn stream and took its bridge.

[37] De la Noue sent reinforcements there to contest the assault, but they arrived too late to prevent the Walloons from laying their bridge over the moat and began to climb the rampart, starting a close combat with the Dutch troops.

[37] In the meantime, the Spanish and German troops, supported by two or three artillery pieces, breached the rampart, crossed the moat, and also started to come inside Borgerhout, where De la Noue and Norreys' men reorganized and stood on the barricaded streets.

[38] The French and English soldiers offered a strong resistance, but after two hours of battle inside the quarters, De la Noue began to withdraw his forces to Antwerp to avoid destruction.

[35] By then, Farnese, unwilling of having for a longer time his troops close to Antwerp's cannons, made drums and trumpets to call for withdrawal and gathered his men at Borgerhout.

[44][45] François de la Noue followed the Spanish till Herentals with some troops, but when he realized that Farnese was to lay siege to Maastricht, it was too late for him to reinforce the city's garrison.

The English soldiers under John Norrey's orders, who remained out of Antwerp, kidnapped the abbot of St. Michael's Abbey in demand for back pays, and William of Orange's had to mediate to placate them.