The German counterattack that was launched in the early morning of 27 October 1944 was aimed at cutting the narrow and vulnerable Allied corridor through the province of Noord-Brabant. This corridor had been formed after the Allied airborne landings near Arnhem and the capture of a number of important bridges in Noord-Brabant on the way there (Operation Market Garden).

More than 20,000 well-armed and fanatical German soldiers took the allied troops by surprise at the front at Nederweert, Ospel, and Meijel. For now, the target was the village of Aspen, that had been liberated just a while ago. Initially, the attackers benefited from some important advantages. First and foremost, the tanks of the 9^th German armoured division proved more suitable to operations in the soggy Peel region than their allied counterparts. Moreover, the offensive was led by the skilled, experienced and tactically excellent field marshal Walter Model. Another advantage for the Germans was that they were up against the shaken 7th American armoured division, which was recovering its breath exactly here after the heavy and bloody fighting at Overloon a few weeks earlier. They were completely overrun, among others by parachutists (Fallschirmjäger) who crossed the Noordervaart at the Hoeben Bridge and captured the hamlets of Winnerstraat, Kreijel and Waatskamp between Nederweert and Ospel.

One day later, on 28 October, the Germans recaptured Ospel. The advance went above expectations, and field marshal Model moved heaven and earth in an attempt to get reinforcements. They were refused because Hitler was very busy preparing the Ardennes Offensive. Reinforcements did come in the end, but not for the Germans. On 29 October, the British transferred a Scottish infantry division and an armoured division from Tilburg, which had just been liberated, to the front in the Peel. With the support of the Americans, they managed to stop the German advance.