After conquering Goa, the Portuguese found that it was not India, but South-East Asia, which would make them rich. They gathered information from every seaman who came to Goa and finally concluded that whoever rules Melaka has the power to throttle Venice. In order to access the strength of Melaka, an expeditionary force was sent there in five ships commanded by Diego Lopez de Sequeira. The fleet arrived in Melaka on 11th August 1509 and de Sequeira sent one of his captains ashore with the Kings letter and some presents for the Sultan. The people of Melaka had never seen Europeans before and when the sailors landed, the Malays crowded around them. They were astonished by their appearance and their complexion. They pulled their blond beards, patted their heads and caught their hands and dubbed them as White Bengalis.
	The Bendahara (Prime Minister) received the letter and gifts. At first the visitors were treated well but it soon changed when the Indian and Arab Muslims persuaded the Sultan and the Bendahara not to trust the Portuguese. They content that the Portuguese would not be content with a share of the trade but would take all of it for themselves. Thus, a plot was planned to capture the Portuguese and attacked the fleet. However, the plot was discovered by the Portuguese when a Javanese girl who was in love with one of the Portuguese sailors warned them about it. The Malays finding that their plot was discovered captured Ruy De Aranjo, one of the captains and twenty unarmed sailors who were on shore buying things. Sequeira was unable to secure their release and had to sail away without them.
	When Alfonso D Albuquerque, the Governor and Captain-General of the East heard about the capture of his men, he collected a fleet of eighteen ships and 1,400 men which consisted of 800 Portuguese and 600 Malabar Indians and sailed to Melaka. D Albuquerques fleet entered Melaka harbour on 1st July 1511 intending to capture it and set up a new government. Sultan Mahmud Syah required an explanation of the Portuguese action when he learned that Albuquerque and his forces had arrived and fired cannon in Melaka. D Albuquerque demanded the return of the prisoners and payment for their losses. Sultan Mahmud Syah made excuses and delay so that he could strengthen the fortifications and stockages on both sides of the bridge and the river. The Portuguese grew tired of waiting and decided to burn some of the houses along the coast and set fire to all the trading ships in the harbour except the Chinese junks and the Indian ships from Cape Cormorin.
	The prisoners were now released, but D Albuquerque was not satisfied. He ordered an attack on the city. The city was divided into two parts, that is the main town on side of the river, and the suburbs where the traders lived on the other. D Albuquerque planned to capture the bridge and prevent one part of the city from helping the other. The attack began on the 25th July 1511. He himself led several hundred men to the north side of the city while another division attacked the bridge. There was a violent clash between the Portuguese soldiers and Malay and Javanese soldiers, resulting in many men seriously wounded or killed. The Portuguese were finally forced to withdraw to their ships carrying their wounded with them. The first attack had failed.
	A few days later D Albuquerque attacked Melaka again and finally Melaka fell to the Portuguese on 10th August 1511. Sultan Mahmud Syah and his family retreated to Ulu Bertam, Pahang. The retreat of the Sultan to Ulu Bertam allowed the Portuguese to crush the resistance still offered by the royal soldiers, who included Malays, Gujeratis and Indians. The Portuguese soldiers overran every corner of the town and killed anyone suspected of resistance, whether men, women or children. Men from Pegu in Burma and Hindus from Cape Cormorin were allowed to leave Melaka, but had to surrender all their properties to the Portuguese.
	On 24th August 1511, Albuquerque ordered his forces to seize all possessions and valuables belonging to the Sultan and the people of Melaka. The goods seized included vases, gold bars and jewellery, gemstones, silk cloth, perfumes, and two thousand brass cannons. The fortifications and the palace of the Malay Sultanate of Melaka were finally destroyed and all the valuables seized. The glory and the very identity of Melaka had vanished as a result of the Portuguese attack.
	In order to strengthen and defend the Portuguese base, Albuquerque built a fortress called A Formosa between the high ground and the Melaka River. Hundreds of workmen, slaves and captives were set to work. Stones from broken-down mosques and the tombs of bygone nobles were used to build the thick walls of the fortress. Within the wall were later created the Governors Palace, the Bishops Palace, the Government council chambers, several churches, barracks, two hospitals, monastery and a prison.