Not daring to repose confidence in any of his barons whom he believed to be universally engaged in a conspiracy against him, he intrusted the government of the province to Arenas Martin and Lupicaire, two mercenary Brabancons, whom he had retained in his service.

Philip, now secure of his prey, pushed his conquests with vigor and success against the dismayed Normans.

Falaise was first besieged; and Lupicare, who commanded in this impregnable fortress, after surrendering the place, enlisted himself with his troops in the service of Philip, and carried on hostilities against his ancient master.

Caen, Coutance, Seez, Evreux, Baieux, soon fell into the hands of the French monarch, and all the lower Normandy was reduced under his dominion! To forward his enterprises on the other division of the province, Gui de Thouars, at the head of the Bretons, broke into the territory, and took Mount St.
Michael, Avranches, and all the other fortresses in that neighborhood.
The Normans, who abhorred the French yoke and who would have defended themselves to the last extremity, if their prince had appeared to conduct them, found no resource but in submission; and every city opened its gates as soon as Philip appeared before it.

Rouen alone, Arques, and Verneuil determined to maintain their liberties; and formed a confederacy for mutual defence.