The main body, under his own command, took the road to Limerick; while the other division, consisting of five regiments of cavalry and twelve of infantry, was despatched, under the command of General Douglas, for the purpose of investing the fortress of Athlone.
As the armies marched west, their path was marked by wholesale outrage and destruction.

Although protections were granted to the peasants and inhabitants of the towns and villages through which the armies marched, they were entirely disregarded by the soldiers, who plundered, ill used, and sometimes murdered the defenceless people, carrying away without payment all provisions on which they could lay their hands.
The king sometimes hanged those who were caught in these acts of plunder and slaughter, but this had but little effect.

The Dutch soldiers, alone, maintained their order and discipline.

The foreign mercenaries, composed for the most part of the sweepings of the great cities, behaved with a brutality and cruelty almost without example, and which was acknowledged by all the historians of the time, Protestant as well as Catholic.
Indeed, the Protestant inhabitants suffered even more than the Catholics, for many of the latter fled at the approach of the army, while the Protestants, regarding them as friends and deliverers, remained quietly at home, and suffered every insult and outrage at the hands of this horde of savages, who were perfectly indifferent as to the religion of those they plundered.
Captain Davenant's troop was with the force which had retired to Athlone, and there awaited the approach of the column of General Douglas.

The reports of the conduct of the enemy, that were brought in by the flying peasants, filled the Irish troops with indignation and rage, and when, on arriving before the town, General Douglas sent a messenger to demand its surrender, Colonel Grace, who commanded, only replied by firing a pistol towards him.
Athlone stood on either side of the Shannon.