This working paper addresses the limits of Habsburg patronage during the Dutch Revolt, which became clear not only through the rebellion of Prince William of Orange, but also through the opposition of noblemen remaining loyal. It proceeds by a juxtaposition of two loyal noblemen of the lower nobility, Charles Count of Berlaymont (1510-1578) and Philip of Sainte- Aldegonde, Baron of Noircarmes (?-1574), both of whom are portrayed as ‘parvenus’ and ‘collaborators’ in traditional (Dutch) historiography. Their decision to remain loyal was however rational, religious and emotional at the same time, rather than the mere selfish behaviour of parvenus. Nevertheless, the both were competing for the same Habsburg patronage resources and therefore chose different patrons and brokers to the Habsburg Court. Berlaymont and Noircarmes still adopted different strategies during the Dutch Revolt which changed opportunities for patronage. Despite their antagonism and their different patrons, Berlaymont and Noircarmes shared quite similar ideas on a desirable approach for the pacification of the Netherlands: a military intervention was under some circumstances necessary, but only if accompanied by reconciliatory measures. In this way, notwithstanding their portrayal as collaborators, they belonged to the ‘loyal opposition’ and even cooperated to express their disagreement with Habsburg policies. So recipients of patronage in the Netherlands became powerful bargainers, able to air their criticisms towards Habsburg policies.