Philip II had been born and brought up in Spain and thought of himself first and foremost as a Spaniard. He knew little of the Low Countries and did not speak the language or understand the mentality of his subjects there. Philip appointed his half-sister, Margaret of Parma (1522-1586) as his governor-general. He maintained the centralised system of government introduced by his father, although the Council of State frequently saw its role usurped by Philip's private 'Spanish Council'. The nobles, including William of Orange, stadholder of Holland and West Friesland, Zeeland and Utrecht, asked Philip to allow them greater influence over the governance of the country and to withdraw his Spanish troops. Philip agreed to the latter request and moved back to Spain. Since his victory over France - confirmed by the peace treaty of 1559 - his presence in the Low Countries was in any case no longer required, whereas in Spain there were pressing problems, such as an empty treasury and the war against the Ottoman Empire in the south.

The departure of the Spanish troops did not end the great nobles' opposition to the policies of Philip and Margaret. They were equally opposed to the operations of the Inquisition and the influence of Margaret's advisor Antoine Perrenot, Cardinal Granvelle, who excluded them from the deliberations of the Council of State. He was eventually dismissed by Philip in 1564, partly as a result of pressure from Margaret.

The opposition to Philip II and his advisors was led by three members of the Council of State: the counts of Egmond and of Hoorne, and William, Prince of Orange. William of Orange was born in his family's ancestral home in Dillenburg (Germany), as the son of count William of Nassau and Juliana of Stolberg. In 1544, following the death of his French cousin René de Châlon, he inherited the title of Prince of Orange, together with valuable estates in France and in the Low Countries. In 1551 his possessions were further enlarged by his marriage to Anna of Egmond. William had been brought up as a Protestant, but Charles V demanded that he revert to Catholicism on pain of dispossession of the lands he had inherited.

William of Orange was one of the wealthiest and most powerful men of his day. It was he who, at the age of 22, lent his shoulder to the elderly and disillusioned Charles V as he hobbled to his abdication ceremony in the great hall of the Palace in Brussels. Charles' son and successor, Philip II, appointed William a Councillor of State and made him a member of the influential Order of the Golden Fleece. Even so, William continued to band together with the other nobles in opposition to the king's centralist policies. In religious matters he was tolerant. Following the death of his first wife, Anna of Egmond, he married a Lutheran princess, Anna of Saxony, and allowed her to continue practising her faith. It was this marriage that produced his son Maurice.