Frederick Henry of Orange, commander of the Dutch States Army, had agreed with Cardinal Richelieu's France to besiege a major Spanish-held city in the 1638 campaign. He chose Antwerp. The river Scheldt divided the prize, so the plan divided the army: Frederick Henry would march on the east bank, while Count William of Nassau-Siegen would land seven thousand infantry and three hundred cavalry on the west, in the Waasland. Their target was a chain of riverside forts - Kallo, Verrebroek, Sint-Marie, Blokkersdijk, and Burcht. Take those, breach the surrounding dikes to flood the country, and Antwerp could be invested from both flanks. On the night of 13-14 June, Nassau-Siegen's barges crossed to Doel island, then his men waded toward the dike of Kallo, the water rising as far as their armpits. Their guide had promised it would not reach above the knee.

Surprise won the first round. Steenland fell to fifteen-man assault. The lock between Steenland and Kallo gave way after a brief fight in which three hundred German troops and three hundred militia broke and left behind two cannons. Kallo itself surrendered with little resistance. Verrebroek followed. Then the Dutch tried Sint-Marie and were thrown back. William entrenched and asked for reinforcements. In Brussels, the Cardinal-Infante Ferdinand - younger brother of Philip IV of Spain and the victor of Nordlingen - was already on the road to Antwerp, summoning tercios from the Demer river garrisons, from Herentals, from the Marquis of Lede's command in Limburg. On 15 June, a sortie that William led against a Spanish working party turned into an ambush. Nine companies of Spanish cavalry fell on the Dutch infantry, and William's only son, Count Maurice Frederick, was killed by a sword thrust. His father would learn of it that night.

Ferdinand's council on 18 June laid out the attack. Count Fuenclara would strike from Sint-Marie. The Marquis of Lede would come down the dike of Melsele. Andrea Cantelmo, general of the artillery, would lead the main effort against Verrebroek along the dikes from Hulst and Vrasene - some nine thousand men in all, including a Spanish tercio that had fought at Nordlingen four years earlier. The attack opened at midnight on 20 June. The Dutch defenders fought stubbornly along five breastworks, repelling several assaults and wounding the Duke of Avigliano with grenade splinters. Cantelmo himself rode forward and was lightly hit. By ten the next morning the outer defenses had fallen but the two forts still held. Ferdinand reinforced Fuenclara with two hundred infantry and four cavalry companies from Antwerp's citadel and ordered a second assault for the following night.

Frederick Henry could not get reinforcements across in the bad weather. William ordered the re-embarkation. In silence, his troops slipped from the forts toward Doel and the waiting boats - but low tide and contrary winds held the vessels offshore. Spanish scouts found the forts empty, and Ferdinand sent Cantelmo, Lede, and Fuenclara forward to fall on the retreating column from three sides. No rearguard had been left to cover the withdrawal. The Dutch ranks broke. Hundreds threw down their weapons and surrendered; many of those who tried to swim the canal drowned in the dark. Between four and five hundred Dutch soldiers had died in the fighting on the 20th; another two thousand died in the retreat. The Spanish took between 2,370 and 3,000 prisoners, including two colonels and twenty-four infantry captains, plus more than fifty flags and twenty-six cannons. Spanish losses were 284 dead and 822 wounded. Count William reached Fort Liefkenshoek, fell into bed exhausted and grieving for his son, and did not rise for days.

On 22 June the news reached Antwerp at dawn. Citizens walked out to Kallo to see the battlefield and came back with orange garlands as trophies for the city churches. Eight days later the captured Dutch boats - many of them built in Antwerp originally, taken by the Dutch at the Slaak seven years before - were moored at the Scheldt dock to a watching crowd. The Cardinal-Infante attended a Te Deum at the Cathedral of Our Lady. The Jesuit poet Adriaan Poirters and the journalist Richard Verstegan circulated mocking pamphlets. A song titled Een nieuw liedeken van Calloo spread on broadsheets and even ended up on a music sheet inside a genre painting by Jacob Jordaens. The Spanish historian Bartolome de los Rios attributed the victory to the Virgin Mary; the Italian general Cantelmo commissioned Pieter Snayers to paint the battle. The Dutch Republic, in turn, gave up trying to invest Antwerp directly. From the next year on, Frederick Henry would focus on Hulst instead.