Ralph de Gael, the Earl of Norfolk, and Roger de Breteuil, the Earl of Hereford, conspire in the "Revolt of the Earls" to overthrow William during his absence in 1074.

Ralph is at least part Breton and had spent most of his life prior to 1066 in Brittany, where he still has lands.

Roger is a Norman, son of William fitzOsbern, but had inherited less authority than his father had held.

Ralph's authority seems also to have been less than his predecessors in the earldom, and this is likely the cause of the revolt.

The exact reason for the rebellion is unclear, but it is launched at the wedding of Ralph to a relative of Roger, held at Exning, despite the king's refusal (in his absence—he has been in Normandy since 1073) to sanction the marriage between Emma (daughter of William Fitzosbern, first Earl of Hereford and Adelissa de Tosny) and Ralph de Guader, Earl of East Anglia.

Another earl, Waltheof, although one of William's favorites, is also involved, and there are some Breton lords who are ready to rebel in support of Ralph and Roger.

Ralph also requests Danish aid.

William remains in Normandy while his men in England subdue the revolt.

Waltheof soon loses heart and confesses the conspiracy to Archbishop of Canterbury Lanfranc, who urges Earl Roger to return to his allegiance, and finally excommunicates him and his adherents, and then to William, who is in Normandy.

Roger, who is to bring his force from the west to join Ralph, is unable to leave his stronghold in Herefordshire because of efforts by Wulfstan, the Bishop of Worcester, and Æthelwig, the Abbot of Evesham, who have brought the Worcestershire fyrd into the field against him, holding him in check at the River Severn.

Ralph has meanwhile encountered a much superior force under the warrior bishops Odo of Bayeux and Geoffrey de Montbray (the latter orders that all rebels should have their right foot cut off) near Cambridge and retreats hurriedly to Norwich, hotly pursued by the royal army.

Ralph is bottled up in Norwich Castle by the combined efforts of Odo, Geoffrey, Richard fitzGilbert, and William de Warenne.

Ralph eventually leaves Norwich in the control of his wife and leaves England, finally ending up in Brittany.

Norwich is besieged and surrenders, with the garrison allowed to go to Brittany.

Meanwhile, the Danish king's brother, Cnut, has finally arrived in England with a fleet of two hundred ships, but he is too late as Norwich has already surrendered.

The Danes then raid along the coast before returning home.

William returns to England later in 1075 to deal with the Danish threat, leaving his wife Matilda in charge of Normandy.

He celebrates Christmas at Winchester and deals with the aftermath of the rebellion.

Roger is kept in prison, as is Waltheof, who had returned to England with William.

Waltheof, after being brought twice before the king's court, had been sentenced to death and is beheaded on May 31, 1076 at St. Giles's Hill, near Winchester.

He is said to have been a man of immense bodily strength, weak and unreliable yet devout and charitable, and so is regarded by the English as a martyr, and miracles will be said to have been worked at his tomb at Crowland.

William before this had returned to the continent, where Ralph has continued the rebellion from Brittany.