The Battle of Willems (10 May 1794) saw a Republican French army under Jean-Charles Pichegru oppose Coalition forces commanded by Prince Frederick, Duke of York and Albany, as part of a French attempt to defeat an Allied counteroffensive and continue its own 1794 offensive in the Low Countries, which had already seen success with the battle of Mouscron and the capture of the important cities of Menin and Courtrai.

For the spring 1794 campaign, Lazare Carnot of the Committee of Public Safety devised a strategy in which the French Republican armies attacked the flanks of the Coalition forces in the Austrian Netherlands.

On the eastern flank, 100,000 soldiers would thrust toward Liège and Namur in order to cut off Austrian communications with Luxembourg City.

The defect of this double envelopment strategy was that the Allies might throw the main weight of their forces on either French wing and crush it.

The left wing under Franz Wenzel, Graf von Kaunitz-Rietberg counted 27,000 Austrian and Dutch troops and covered the ground between Bettignies (near Maubeuge) and Dinant.

[5] Under the eyes of Francis II, Holy Roman Emperor, Coburg's main Coalition army advanced on 17 April and invested the fortress of Landrecies.

[7] On 26 April, Allied cavalry smashed a 20,000-man French column that intended to relieve Landrecies, inflicting 7,000 casualties and capturing its commander René-Bernard Chapuy along with Pichegru's plans for overrunning coastal Flanders.

With Pichegru's plans in his hands, Coburg sent a reinforcement of 12 infantry battalions and 10 cavalry squadrons under Sir William Erskine to the right wing and ordered Clerfayt's 8,000 men from Denain back to Tournai.

It was too late; Souham defeated the badly-outnumbered Clerfayt in the Battle of Mouscron on 29 April, inflicting 2,000 casualties and capturing 23 guns.

[13] While these preparations were being made, Coburg sent the divisions of Franz Joseph, Count Kinsky and Archduke Charles, Duke of Teschen east toward Tournai.

Other divisions under Maximilian Baillet de Latour, József Alvinczi, and Franz von Werneck went east to support Kaunitz's left wing.

[12] Bonnaud's division included the brigades of Jean-Baptiste Salme, Nicolas Pierquin, and Pierre Nöel, and cavalry under Antoine-Raymond Baillot-Faral.

[13] To the north, Compère moved into Lannoy while Thierry's brigade advanced toward Leers and Néchin and pushed back Coalition outposts.

One source stated that Souham's division attacked Georg Wilhelm von dem Bussche's Hanoverian troops at Dottignies and Coeyghem (Kooigem) just beyond Mouscron, and pushed them back,[16][15] but they were repulsed from Espierre.

[18] Bonnaud formed a 25-gun grand battery on a ridge west of Baisieux and Camphain and began a prolonged bombardment of the Coalition positions.

After a three hour action, some Austrian grenadiers were forced back, but the French attack paused with its right flank in the air between Camphain and Wannehain to its south.

[16] Seeing that there was a gap between Osten's troops and Bonnaud's right flank, York determined to send 16 cavalry squadrons into the low ground south of Lamain and gain a position to attack.

Maximilian, Count of Merveldt, York's Austrian liaison officer, knew the ground and guided the cavalry into position.

[11] Though the ground was level and unenclosed, the local rapeseed crop was grown in furrows, which made it awkward for the Allied horsemen to charge.

[22] With its southern flank turned, Bonnaud's division began retreating from Camphin toward the north, covered by the French cavalry.

11 British cavalry regiments were awarded the battle honor "Willems", including the Royal Horse Guards (Blues).

[25] This battle marked the first time during the war that French infantry formed square and successfully fended off Allied cavalry.