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 was engaged a few days later under Sir John Norris in the relief of Grave, in Brabant, which was invested by a Spanish army under Count Mansfeld, and before 24 March 1586 was appointed to succeed Sir Philip Sidney in the governorship of Bergen-op-Zoom. On 27 May 1586 Leicester informed the queen of a notable piece of service achieved by Willoughby in capturing with a small force a large Spanish convoy bound for Antwerp. A few days later he helped in the surprise of the city of Axel. In June an attack was made on another convoy loaded with supplies for Zutphen. Willoughby took prisoner George Cressiac, the commander, and with the aid of other English officers completely routed the enemy. In the skirmish Willoughby's friend, Sir Philip Sidney, received his death-wound. During the following winter, while hostilities were in suspense, serious disagreements arose among the English commanders, and between the English government and the States-General of Holland. Before the campaign opened in 1587 Sir John Norris had been recalled, and Willoughby had succeeded him in the command of the cavalry. In July 1587 Leicester and Willoughby failed, after strenuous efforts, to relieve Sluys, then besieged by the Duke of Parma. Willoughby took part with the garrison of Bergen-op-Zoom in many engagements in the two succeeding months, but with no decisive results. On 10 Nov. 1587 Leicester was recalled, and Willoughby was installed in his place as commander of the English forces in the Low Countries. He thereupon resigned his post at Bergen-op-Zoom, and formally assumed the supreme command on 4 Dec. Willoughby's new post was one of extraordinary difficulty: the home government failed to remit to him either money, food, or clothing for the troops, and after a fruitless appeal for supplies made to the States-General, Willoughby wrote directly to the queen (7 Jan. 1587–8). He bitterly complained to Lord Burghley at the same time that his authority was so restricted that it was out of the question for him to carry on the war, and that the Netherlanders were resenting the apparently purposeless intrusion of the English. On 14 March 1587–8 10,000l. was forwarded to Willoughby from England, and he was ordered to negotiate a peace between the States-General and Spain. The terms which he was directed to propose the States refused to entertain. While matters were thus in doubt, the Spaniards threatened Bergen and Ostend, the two chief strongholds of the Netherlanders. The queen, angered by the unsatisfactory course of events, and not unwilling that the States should suffer for their obstinate refusal to follow her advice, addressed a series of indignant letters to Willoughby, complaining of the plans he was making to withstand the new Spanish attack. In June 1588 Willoughby was ordered to send two thousand men to England in anticipation of the arrival of the Spanish armada, and he then begged in vain to be recalled. In July his wife joined him at Gertruydenberg. On 31 July he captured the San Matteo, a Spanish man-of-war that had run aground between Ostend and Sluys while escaping from the rout of the armada. Throughout that and the previous days Willoughby, then at Flushing, had directed the ships under his command to keep a close watch on the Duke of Parma's fleet, and he thus prevented the latter from going to the aid of the Spanish armada. The enemy became active in the Netherlands later in the year, and on 14 Sept. 1588 Willoughby, with his small forces, arrived at Bergen, resolved to defend it at all hazard against the Spaniards. The city was soon under siege, but Willoughby's energy kept the enemy at bay, and on 8 Nov. they finally retired. In liecember WTilloughby was ordered by the home government to despatch a portion of his forces to Portugal, an order which he was very unwilling to carry out. The States still loudly expressed their dissatisfaction with Elizabeth's treatment of them, and Willoughby's position was one of increasing embarrassment. At length, early in March 1588–9, his request to leave the Low Countries was granted, and on 14 March 1688-9 he arrived in England. His health was broken by his many anxieties, and his estate ruined by the remissness of the home government in forwarding supplies, the expenses of which he had had to defray out of his own pocket.

But Willoughby was for the present allowed little leisure. After his arrival in this country he was one of the commissioners appointed to try Philip Howard, earl of Arundel, for treason. On 20 Sept. 1589 he was nominated to the command of a poorly-equipped army of four thousand men sent to the aid of Henry of Navarre at Dieppe. Henry warmly welcomed Willoughby, although he expressed a desire for more men, and Willoughby, writing to Walsingham, called attention to the disgracefully inadequate equipment of the English soldiers (30 Sept.) Buoyed up by the presence of the English auxiliaries, Henry determined, at Willoughby's suggestion, to march boldly on the forces of the league in Paris; but when he had arrived in the faubourgs near the capital, he judged the step to be over-bold and retreated, although Willoughby strongly urged him to persist in the attempt. On the return of