Lee’s Movements are Offensive

The Confederate Army of Northern Virginia, commanded by General Robert E. Lee, was positioned around Orange Court House, south of the Rapidan River in Virginia. Lee reported that Major-General George G. Meade’s Federal Army of the Potomac held “the ridge north of Culpeper Court-House, extending some miles east and west. His position answers as well for defense as attack.” Meade tried to mask the absence of his Eleventh and Twelfth corps by moving the First Corps into the Twelfth’s place and sending a division from the Sixth Corps to take the Eleventh’s positions guarding Catlett’s and Bristoe stations.  

However, Lee knew that those two corps had gone to reinforce the Federal army at Chattanooga, and he began developing a plan to push the rest of the Meade’s army back to the Potomac River for the winter. Lee met with his two corps commanders—Lieutenant-Generals Richard Ewell and A.P. Hill–and announced that he intended to turn Meade’s right flank. This would push the Federals back to the Rappahannock River and compel them to give up Culpeper. It would also put the Confederates in a good position to harass Meade’s supply line on the Orange & Alexandria Railroad, or even threaten Washington.  

The Federal high command did not expect Lee to take the offensive this fall, as Secretary of War Edwin M. Stanton reported on October 4, “‘All quiet on the Potomac.’ Nothing to disturb autumnal slumbers… All public interest is now concentrated on the Tennessee.” However, Major-General J.E.B. “Jeb” Stuart’s Confederate cavalry was busy reconnoitering the Federal positions.  

One Confederate scout reported, “Their army is very much demoralized. Thousands of the conscripts have thrown away their guns, and are scattered through the country.” Another asserted that the Federals were retreating. This misinformation did nothing to help Lee, but Federals intercepted these messages, as well as one in which Stuart asked for “some good guides for country between Madison Court-House and Woodville,” on the Federal right.  

On the 7th, Federal signalmen intercepted messages that the Confederates were preparing to break camp and go into motion. Lee planned for his men, led by Hill’s corps, to move southwest to Orange Court House, and then cross the Rapidan at multiple fords and head northwest, converging at Madison Court House. Stuart’s cavalry would screen the movement. As the Confederates moved out that afternoon, Meade put his troops on alert.  

The next day, Lee’s troops moved up the south bank of the Rapidan and then crossed, marching northwest around Meade’s right. Meade still was not sure whether Lee was advancing or retreating. Federal signalmen could see the Confederates moving to their right, but they could not tell if Lee intended to outflank the army or continue moving northwest into the Shenandoah Valley. The Confederates stopped for the night just short of Madison.  

Federal Maj Gen G.G. Meade and Confederate Gen R.E. Lee | Image Credit: Wikipedia.org

Meade responded by sending Brigadier-General John Buford’s cavalry division, along with the First, Fifth, and Sixth corps, to probe along the Rapidan and determine Lee’s intention. Meade instructed Major-General John Newton, commanding the First Corps, that the probing action was “based upon the supposition that the enemy is retiring from the Rapidan. This supposition may prove to be erroneous.” If so, Newton was to “exercise prudence in the operations to be conducted by you, and not make unnecessary sacrifice in attempting to cross the river should the enemy show himself in strong force…”  

By the 10th, Lee was poised to move around Meade’s right, just as he had moved around Major-General John Pope’s right in the Second Bull Run campaign of August 1862. The Confederates arrived at Madison, while Stuart’s cavalry rode ahead and clashed with Federal horsemen under Brigadier-General H. Judson Kilpatrick near the road that led to Meade’s right and rear. Stuart drove off the undermanned Federals.  

Meade received word of the skirmish but still could not tell where Lee was heading. General-in-Chief Henry W. Halleck advised, “Attack him and you will soon find out.” Meade pieced all the incoming information together and reported to Washington around noon: “Every indication would lead to the conclusion that the enemy’s cavalry attacking me are supported by a large force of infantry, and there are some reasons to believe there is a movement into the Shenandoah Valley.”  

Meanwhile, Stuart’s horsemen held the Federals off while the Confederate infantry moved north toward Sperryville. Kilpatrick dispatched one of his brigades under Brigadier-General Henry Davies to move around Stuart’s right, and after another skirmish, Davies discovered the Confederate infantry on the march. Kilpatrick reported, “Two columns of the enemy were seen moving at 6:30 p.m. in the direction of General Davies’ right. That is the weakest portion of my line.”  

By that time, Meade had discovered Lee’s intentions. He wired Halleck:  

“A.P. Hill’s whole corps and part of Ewell’s are turning my right flank, moving from Madison Court-House to Sperryville. As it will be impossible for me to maintain my present position with so considerable a force of the enemy threatening my rear and communications, I shall, tonight, withdraw to the north side of the Rappahannock, and endeavor, by means of the cavalry, to find out the enemy purpose. My belief now is that his movements are offensive.”  

Meade called back his probing forces and sent his supply wagons north. He prepared to fall back across the Rappahannock the next day, just as Pope had done in August 1862. With Lee turning the Federal right, this seemed like Second Bull Run all over again.


  • Foote, Shelby, The Civil War, A Narrative: Fredericksburg to Meridian. New York: Vintage Civil War Library, Knopf Doubleday Publishing Group (Kindle Edition), 2011.
  • Freeman, Douglas Southall, Lee. Scribner, (Kindle Edition), 2008.
  • Long, E.B. with Long, Barbara, The Civil War Day by Day. New York: Da Capo Press, Inc., 1971.
  • Pollard, Edward A., Southern History of the War (facsimile of the 1866 edition). New York: Fairfax Press, 1990.
  • Wert, Jeffry D. (Patricia L. Faust ed.), Historical Times Illustrated Encyclopedia of the Civil War. New York: Harper & Row, 1986.

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