 Since l'Olonnais and the French captain had visited Maracaibo, the Spanish had built the San Carlos de la Barra Fortress, outside the city, on the approach.Talty states that the fortress was placed in an excellent position to defend the town, but that the Spanish had undermanned it, leaving only nine men to load and fire the fortress's 11 guns.Under covering cannon fire from the privateer's flagship, "Lilly", Morgan and his men landed on the beach and stormed the fortification; they found it empty when they eventually breached its defences.