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Now excommunicated and facing greater revolt Matilda and Fredrick finally put aside their differences of opinion on the course of the war aside to work towards securing the regency of Henry VI. They were in agreement that action needed to be taken against Lothair quickly. Excommunication was dangerous, but previous Emperors had survived it. But a large, rebellious army could not be left unchecked for long. They immediately raised all the forces they could, preparing for a fall attack on Lothair's army. The attack would be do or die. One might expect that it would have been organized carefully given its importance, but little time was taken as Fredrick marched towards Mainz. Lothair had departed Mainz to attempt to rally north German princes to his cause, leaving Mainz once again undefended. Fredrick departed Aachen in September 1137 to retake the city for the Regency. At the 2nd Battle of Mainz he defeated a force assembled by Adalbert to seize the city yet again. But he did not stay in the rebellion city long.

He goal was to destroy the rebellion, which currently had two large armies in the field, each about equal to Fredrick's force. The first was Lothair's Saxon force, which was experienced though far from home. Then there was a more motley force of North Germans assembling at Bad Ems Fredrick prayed repeatedly that he could face them individually, rather than battle a force twice his size. He would get his wish.

He struck first at Bad Ems on November 1, while Lothair was marching east searching for more allies. The force was disorganized between the Princes who had rallied there, and Fredrick launched himself into the fight with gusto. The disorganized lords had failed to coordinate any sort of watch system, so some had readied for battle but about a third of the army was not in any way ready for Fredrick's Army.

The Battle of Bad Ems was a rout in the favor of the Salian Forces. The enemy was disorganized and disjointed. Fredrick's men slaughtered those unwarned as they tried desperately to ready themselves for battle. Those who were in fighting shape obviously stood a better chance against their enemy, and the bulk of the battle would feature them.


Fredrick's army had accrued momentum and entered into the battle with gusto. Those who had managed to flee in good order again railed to attack his position but were driven back with ease. In the course of one day Fredrick had scattered one of the two largest armies arrayed against him. In a few quick battles that followed Fredrick forced most of the rebelling lords to capitulate. Winter swept over Germany and the rebellion ground to a halt for the season.

Meanwhile in Flanders William Clito found himself in a spot of trouble. His ascension to the duchy had been brought about by King Louis the Fat of France in order to crack down on the Norman Dynasty’s power. However, William had embraced the King a little too much and was behaving a little too much like a true vassal for many Flemish nobles. The obvious rival claimant was Thierry, grandson of Robert of Flanders and cousin to Charles the Good. Thierry was supported by both independent minded nobles and those who favored closer ties with the imperial throne. This throne was currently in dispute, but Theirry was clearly a superior candidate for Salian interests. By the end of the year nobles in Ghent, Lille and a few other power centers had declared themselves to be in favor of Theirry. As Spring began Clito and Louis began to roll back some of Theirry’s gains, but the claimant count remained a force in Flanders.

It was Lothair who was forced to make the first difficult choice of 1128 in Germany. In the north, far from his Saxon powerbase, the Duke had several options. The first was to wait. The local lords were still friendly to Lothair and Adalbert’s cause, and given time they would probably try and reform. However, any such attempt at reorganization faced the imposing task of defeating Fredrick’s Army is battle, United the local lords had failed, if isolated they stood no chance. This led into the second option before Lothair, attack Fredrick. The Duke had just wintered in hostile territory, and a victory by Lothair’s force could rally the anti-Salians to unite once more. But it was a risky preposition, Fredrick’s army was intact and a defeat could doom the cause for good. The option of charging straight at Matilta’s and Henry’s stronghold at Aaachen might have been considered, but again the risk was too high and anyway Matilda would have received word long before Lothair would have arrived. The final option was to make a break back towards Saxony, abandoning his allies in favor of the safety of his own domains. It was not exactly a brave move, and he risked being intercepted, but if Lothair could make it he could solidify the rebellion for the long term. This last option was quashed by Adalbert, who was not eager to see his position abandoned, and without Adalbert’t theological support Lothair lost most of his legitimacy. So Lothair was resigned to attacking Fredrick’s forces with his own, seeing remaining still as an unacceptable option. Yet his bickering with Adalbert had cost him the initiative, and now he wavered on how to prepare his attack, even more so when word reached him that Conrad was marching an army to join Fredrick.

Yet this army would not play a part in the coming battle, as Fredrick had not been idle and began marching on Mainz planning on either ending the city’s rebellious attitude for good, or to draw Lothair into battle.

Lothair chose the latter.