Innocent saw the power that he had built up so carefully in Italy crumbling rapidly away. In his despair he turned to France and Germany for help against the audacious Guelf. Philip Augustus, though still in bad odor at Rome through his persistent hostility to Ingeborg, was now an indispensable ally. He actively threw himself into the Pope's policy, and French and papal agents combined to stir up disaffection against Otto in Germany. The haughty manners and the love of the young King for Englishmen and Saxons had already excited disaffection. It was believed that Otto wished to set up a centralized despotism of court officials, levying huge taxes on the model of the Angevin administrative system of his grandfathers and uncles. The bishops now took the lead in organizing a general defection from the absent Emperor. In September, 1211, a gathering of disaffected magnates, among whom were the newly made king Ottocar of Bohemia and the dukes of Austria and Bavaria, assembled at Nuremberg. They treated the papal sentence as the deposition of Otto, and pledged themselves to elect as their new king Frederick of Sicily, the sometime ward of the Pope. It was not altogether good news to the Pope that the German nobles had, in choosing the son of Henry VI, renewed the union of German and Sicily. But Innocent felt that the need of setting up an effective opposition to Otto was so pressing that he put out of sight the general in favor of the immediate interests of the Roman see. He accepted Frederick as emperor, only stipulating that he should renew his homage for the Sicilian crown, and consequently renounce an inalienable union between Sicily and the Empire. Frederick now left Sicily, repeated his submission to Innocent at Rome, and crossed the Alps for Germany.
Otto had already abandoned Italy to meet the threatened danger in the North. Misfortunes soon showered thick upon him. His Hohenstaufen wife, Beatrice, died, and her loss lessened his hold on Southern Germany. When Frederick appeared, Swabia and Bavaria were already eager to welcome the heir of the mighty southern line, and aid him against the audacious Saxon. The spiritual magnates flocked to the side of the friend and pupil of the Pope. In December, 1212, followed Frederick's formal election and his coronation at Mainz by the archbishop Siegfried. Early in 1213 Henry of Kalden appeared at his court. Henceforward the important class of the ministeriales was divided. While some remained true to Otto, others gradually went back to the personal representative of Hohenstaufen.