The Aztecs remained neutral for 91 years, remodeling their empire on the European nations. Meanwhile, the Spanish were failing a disastrous war with England in 1588, and were low on wealth. The defeat by the Aztecs still ate away at them and finally in the early 17th century, the decision was made by the Spanish king Philip III to gather a vast army and destroy the Aztecs once and for all. The fleet of 45 ships left Spain for Cuba in August 1611, and reached Cuba in November 1611. A great deal of the Spanish armed forces was mustered, 9000 men, 200 cannons, and 300 horsemen landed at exactly the same spot Cortes landed 91 years earlier. Aztec scouts spotted the army three days later and the news spread to Tenochtitlan. The Aztec army quickly mustered their forces to defend the capital. Their forces were armed with newly acquired training and weapons. They engaged the Spanish but were only able to do holding actions, and a large majority of the Aztec forces managed to escape. King Philip III told his generals to crush the Aztec forces that escaped the second siege of the Aztec capital in the battle of Tlaxcala. The Aztec army used it's new European tactics to great effect, 'liberating' 67 cannons, 39 horses; and capturing or killing 3700 men. With this defeat it showed Spain that the Aztecs were a force to be reckoned with and Philip III was forced to recall his troops to Spain. The Aztec empire had emerged stronger and now had a new valuable resources; cannons and horses.

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