In the months that followed the Union victory at Gettysburg, July 1-3, 1863, armies North and South shifted troops into the Western Theater, weakening their forces. Confederate General Robert E. Lee had his 45,000 men positioned along the south bank of the Rapidan River, facing Meade’s 76,000.
Federal and Confederate cavalry engaged without a clear winner at the First Battle of Auburn on October 13, but left General James Ewell Brown Stuart’s men trapped. Stuart concealed 3,000 men in a ravine overnight before getting word to Lee. Lee sent General Richard S. Ewell to Stuart’s aid, and his force engaged a Federal rearguard under General Gouverneur K. Warren in the Second Battle of Auburn on October 14.
That same day, Union forces achieved a bloody victory at the Battle of Bristoe Station, as troops under General Gouveneur K. Warren ambushed Confederate General Ambrose P. Hill, forcing Lee to pull back. Confederate cavalry under Stuart was screening Lee’s withdrawal, and engaged Union cavalry under General H. Judson Kilpatrick on October 19. Federal forces under General George Armstrong Custer forced Stuart west from Buckland before Southern cavalry under General Fitzhugh Lee pushed them back in the afternoon. Stuart then moved to cross the Rappahannock and rejoin Lee.
The Battle of Second Rappahannock Station took place on November 7 when Meade directed an attack against Lee’s bridgehead at the Rappahannock River, led by General John Sedgwick. General William H. French was directed to move against Kelly’s Ford five miles downstream.
Lee shifted men downriver to meet French, leaving General Jubal A. Early to face a night attack by Union troops. Lee, unsure if the attack was a feint away from Kelly’s Ford, moved no men to support Early, who lost a substantial portion of his force.