The governor of the Spanish Netherlands and general, Cardinal-Infante Ferdinand, younger brother to Philip IV of Spain and victor of the Battle of Nördlingen, with an army consisting of tercios and other troops from several garrison duties, launched a counter-attack over the Dutch positions the night of 20–21 June.

The Spanish forces, reinforced by an Imperial army under Ottavio Piccolomini, went on the offensive and took by surprise the Dutch fortress of Schenkenschans, strategically located at a tip of land where the Rhine once split into two separate branches, the Waal and the Nederrijn.

Thanks to a subsidy of more than 1.1 million guilders paid by France, the States Army could align 24,000 soldiers for a campaign the main objective of which was the capture of the Spanish privateering base of Dunkirk.

[14] Lacking of troops enough to relieve Breda while he waited for the return of the Imperial forces under Piccolomini from Germany, the Cardinal-Infante launched an offensive over the Dutch fortresses in the Meuse valley in August and quickly took Venlo and Roermond.

[14] Ferdinand then decided to join forces with the Imperial commander to push the French back, and recovered most of the lost ground over September, though Breda surrendered to the Prince of Orange on 10 October.

Olivares wished to break the Franco-Dutch alliance by reaching a truce with the States General, but not before having pressed the Republic into make a series of concessions, which required action both on land and sea.

The prince was able to prevent this by reminding that the French war subsidies depended on the deployment of a sizeable army, and pointed out that it was necessary for the Republic to capture Antwerp in order to render the alliance beneficial and open the way to the peace with Spain.

The Republic agreed to attack a major city —Dunkirk, Antwerp or Hulst—, while France promised to besiege Thionville, Namur or Mons, or launching a diversionary operation to allow the States Army to fulfill its plans.

To fully invest the city and prevent it from being relieved from Hulst and Ghent, the prince dispatched a force of 7,000 infantry and 300 cavalry under Count William of Nassau-Siegen aboard 53 large boats and many smaller ones —taken in 1631 from the Spanish at the Battle of the Slaak— to land at the Waasland, west of Antwerp.

On 18 June, William sent his younger half-brother Henry, lieutenant-colonel of the Noord-Hollands Regiment, to ask the Prince of Orange for food and gunpowder, since his men were starting to run out of both.

[31] The same day, Ferdinand had finally gathered a sizeable army, including an Imperial infantry regiment under the Baron of Adelshofen, recently arrived from Luxemburg, and held a council in which it was decided to launch a three-pronged attack next evening to dislodge the Dutch and retake Kallo and Verrebroek.

On the center, meanwhile, the Marquis of Lede, having sent Maestre de Campo Guasco to make a reconnaissance, dispatched a detachment of musketeers across the marshes to flank the Dutch while he advanced with his German and Italian infantry along the dike of Melsele.

In the meantime, as the bad weather prevented Frederick Henry from sending reinforcements from Bergen op Zoom and his troops were exhausted and in a hopeless situation, Count William ordered his men to prepare to re-embark.

Under the cover of the darkness, the States' troops had moved in silence towards Doel and were boarding their boats to cross the canal that separated them from the island, though the low tide and contrary winds prevented them from escaping.

[35] They were soon spotted, and the Cardinal-Infante would order Cantelmo, Lede, and Fuenclara, having taken control of the abandoned forts, to dispatch their battalions and squadrons forward to attack the retreating Dutch soldiers from three sides.

[33][5] By the end of the battle, the Spanish had taken 2,370 to 3,000 prisoners, including two colonels – Ehrenreuter and Sandilands–, two lieutenant-colonels and 24 infantry captains, over 50 flags, 3 cavalry banners, 19 to 26 cannons, two frigates, two pontoons and 81 boats.

Many of the vessels had been built at Antwerp before being taken by the Dutch in 1631 at the Slaak during a failed attempt by a Spanish amphibious force led by Count John of Nassau-Siegen, an elder catholic brother of William, to capture Willemstad by surprise.

[41] In the south, the French Army had left the siege of Saint-Omer on 12 July, though it remained in the area and, during August and September, besieged and took the minor towns of Renty and Le Catelet.

[40] Since the campaign season was not over, Frederick Henry considered undertaking an operation against the Spanish in the province of Upper Guelders, namely over Gennep or Geldern, as a mean of threatening Venlo and Roermond.

A final, minor operation took place when a force of three foot regiments and 19 cavalry companies with six cannon, under the Marquis of Lede, laid siege to Kerpen on 18 October.

This town was a Brabantian exclave in the Electorate of Cologne which the Dutch had occupied a few years ago and from which they levied war contributions and obstructed the trade in the area between the Rhine and the Meuse.

The Spanish tried unsuccessfully to convince the German and Scottish troops to enter their service, but in the end, few of the prisoners rejoined the Dutch Army since many of them had died during their imprisonment because of its poor conditions.

[50] Ferdinand believed that his position was stronger enough after his victories near Antwerp at Geldern to negotiate a truce with the Dutch Republic to detach it from France, and instructed Joseph de Bergaigne, bishop of 's-Hertogenbosch, to make the first moves.

[56] Diplomat William Boreel, poet Constantijn Huygens, secretary to the Prince of Orange, and official Nicolaas van Reigersberg, Grotius' brother-in-law, criticized the holding of a mock tournament where Henry d'Authon, Baron de Pontesière, a French captain in Dutch service disguised as a coward Spanish captain named Dom Ferrand Matamorbe of Seville, won two valuable prizes, which led Friedrich zu Dohna, a young German officer in Dutch service, to predict defeat in several key battles against the Spanish.

Apparently, the Dutch Protestant troops had committed acts of blasphemy after occupying Kallo by smashing images of the patron saints Peter and Paul, and by burning a statuette of the Holy Virgin.

[61] The Count-Duke also entrusted Virgilio Malvezzi to write his own version of the year's successes, which was published under the title La libra and that was openly intended at glorifying the Spanish Monarchy.

There, the Bolognese historian stated that 'the year thirty-eight was the most glorious of this Monarchy [under Philip IV] because it started as the most dangerous', and attributed the Spanish victories to the divine design.

[63] The Antwerp town council commissioned Peter Paul Rubens not to paint a canvas, but to design a triumphal chariot about the victory of Kallo that was displayed a few months later at the city's Ommegang.

[64] The chariot was meant to resemble a ship with its mast having been replaced by an accumulation of trophies, and which hosts a series of allegorical figures whose meaning was described by Gaspar Gevartius in the book Pompa Introitus Ferdinandi (1641).

The trophies include suits of armour, shields, weapons and flags, accompanied by scrolls inscribed with the quotes De Gallis Capta Fugata ('captured from the French who were put on flight') and Caesis Detracta Batavis ('taken from the Dutch that have been defeated').