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Taking its lead from a famous scene in 2 Henry IV and drawing upon the latest historical scholarship, this chapter surveys the modernization of England’s military capacity during the reign of Elizabeth I. By contrast with the success of England’s naval revival, the parallel effort to overhaul the antiquated county militia system and to create armies for service abroad achieved only partial success. While bows and bills were gradually replaced by guns and pikes and a proportion of each county’s militia was formed into “trained bands,” the sheer scale of the effort meant that the modernization of England’s military capacity on land always remained a frustratingly incomplete endeavor. Even so, Elizabeth’s privy council and the lord lieutenants of the counties made greater progress in this effort than has typically been recognized and managed to sustain war on multiple fronts over a period of more than twenty years.