The fall of Antwerp (Dutch: val van Antwerpen [vɑl vɑn ˈɑntʋɛrpə(n)]) on 17 August 1585 took place during the Eighty Years' War, after a siege lasting over a year from July 1584 until August 1585. The city of Antwerp was the focal point of the Protestant-dominated Dutch Revolt, but was forced to surrender to the Spanish forces under the command of Alessandro Farnese. Under the terms agreed, all the Protestants of Antwerp were given four years to settle their affairs and leave the city. Many migrated north, especially to Amsterdam. Apart from losing a high proportion of its middle class and mercantile population, Antwerp's trade suffered for two centuries afterwards as Dutch forts blockaded the River Scheldt until 1795.

At the time Antwerp, in modern Belgium, was not only the largest Dutch city, but was also the cultural, economic, and financial centre of the Seventeen Provinces and of Northwestern Europe. On 4 November 1576, unpaid Spanish soldiery mutinied: they plundered and burnt the city during what was called the Spanish Fury. Thousands of citizens were massacred and hundreds of houses were burnt down. As a result, Antwerp became even more engaged in the rebellion against the rule of Habsburg Spain. The city joined the Union of Utrecht (1579) and became the capital of the Dutch Revolt, which no longer was merely a Protestant rebellion but had become a revolt of all Dutch provinces.

Relieved from the great battles with the Ottomans in the Mediterranean, Philip II of Spain turned his attention back to the uprising in the Low Countries and in the autumn of 1577 sent prince Alessandro Farnese with reinforcement troops to aid Don Juan of Austria in Flanders regain control over Flanders, Brabant, and the United Provinces. Don Juan died on October 1, 1578, whereupon Farnese became the Governor-General of the Spanish Netherlands and Captain-General of the army of Flanders. In mid-June, 1584, Alexander Farnese had decided the time was right to make preparations for besieging Antwerp. Farnese left Bruges for Antwerp on July 3, 1584. When the siege of Antwerp began (1584) most of the County of Flanders and the Duchy of Brabant had been recaptured in the preceding year. The Prince of Parma's forces had been reinforced in the previous years, both in quantity and quality, yet at the start of the siege, his troops did not exceed 10,000 infantrymen and 1,700 cavalrymen.

During the recapture of Flanders and Brabant, Farnese improved the logistics of the Spanish army in Flanders by further investing in what is dubbed the "Spanish Road." It was a main road leading north from Habsburg holdings in Northern Italy into the Low Countries, protected by forts built at strategic intervals, to provide the army with a reliable flow of supplies. When the siege of Antwerp began Parma's army was well supplied. The first stage of the siege saw encirclement lines constructed around Antwerp and forts built along the Scheldt estuary so as to cut off trade with Ghent and Dendermonde. The purpose of capturing the strongholds along both banks of the Scheldt would have allowed Parma to control the passage of vessels trying to deliver relief supplies to Antwerp. Unfortunately, Fort Lillo wasn't captured so an alternative plan to control river traffic had to be devised; the construction of a bridge to blockade the Scheldt.

So as to negate any effects from not possessing Lillo, it was decided to build the bridge in a spot upstream from the fort and where the river makes two sharp bends. Two new forts were built; Saint-Mary on the Flemish bank and Saint-Philip on the Brabant bank. The bridge was built between these two forts. The bridge is described as follows:

Starting from fort Saint-Mary, the estacade was formed by large, solid tree trunks, deeply driven into the riverbed or into the sandbar, spaced three feet apart from each other in width, and four feet in length. These tree trunks were planted as close to the middle of the Scheldt as possible, out to a distance of 450 feet, the point where the depth of the riverbed no longer allowed piles to be driven. This formidable matrix of piles was joined together by heavy wooden beams, well nailed and immobilized by chains, which gave the entire structure an unfailing rigidity and stability. On this foundation was laid a pathway, made of heavy wooden planks and beams, which formed the bridge itself, and which was protected, on both sides – on the Antwerpian (up river) side and on the Zealander side (down river) – by a musket ball proof parapet made of wood and packed with clay. Between the fort of Saint-Mary and the center of the bridge, but closer to the fort than to the middle of the river, on each side, Farnese had twelve equally massive piles driven into the riverbed, securely chained and connected by heavy beams; these piles advanced a few meters into the Scheldt, beyond the main line of the estacade, so as to form a kind of ravelin with parapet. On this ravelin, which projected out from the estacade, the Prince installed a battery of three demi-cannons, for the defense of the bulwark against an attack by enemy ships, and stationed fifty soldiers there. A little bit beyond each side of the bridge along its length, between the fort of Saint-Mary and the end of the ravelin, were additional piles driven into the sandbar, slightly exceeding the water level of the river, and interconnected by heavy beams, which, in this way, constituted a sturdy stop barrier for enemy ships or machines which could come up against the estacade.

Starting at fort Saint-Philip, an estacade constructed exactly like the one which we just described, extended out from that side towards the middle of the river, for a distance of 950 feet. Between the two parts of the bridge which were thus advancing to meet one another, a large space of about 1,000 paces, had remained open, where the depth and flow of the Scheldt did not allow tree trunks or piles to be driven into the riverbed. Alessandro Farnese had 32 large barks, which had been brought from Ghent by way of the Stekene Canal, placed side by side, one next to the other. At the bow and stern, these boats were each immobilized with two anchors and chained one to the other. Each boat was equipped with two pieces of artillery. There was a distance of about 10 feet between them, but they were held in place and in line by a solid chain which ran from one to the other and connected them all together, and by way of a deck that covered all of them. In order to defend the approaches of the entire bridge, the Prince had put just beyond, approximately within reach of a line, both on the Antwerpian side and on the Zealander side, a row of 33 boats arranged in groups of three. The three boats of each group were joined together by strong pieces of wood, and upon the boats were lying, pointed in the direction of the enemy and securely fastened, the ship masts which had been fetched from Denmark and the Scandinavian countries. Each of these masts was fitted at the tip with a large iron point, in the form of a lance, and was to be used to keep at some distance the boats, the ships, and the machines that the enemy would probably not fail to send toward the estacade with the intention of destroying it. The soldiers called these two barriers, which resembled rafts, “the floaters.” To complete this defense system, twenty vessels were stationed near the Flemish riverbank and twenty near the Brabantian riverbank, ready to intervene at any moment.

The entire span of this gigantic structure was no less than 2,400 feet in length from one bank to the other.