The capital of Mississippi had so far been spared the brunt of the war: its people had seen no Union troops throughout the conflict. But on May 16, 1863, Joseph Johnston was in Jackson, and on May 17, he was replaced by Grant.

The Union forces stole a march or two on the Confederates, and Johnston, having only six thousand men, escaped Jackson just in time. Grant occupied the city on May 17, but held it for only one day before setting fire to its main buildings. This was one of the first such destructions of a major Confederate city, and Grant came in for harsh denunciation from the Confederate newspapers. To Grant, however, it all made sense. He was engaged in the most desperate action of the war—at least the most desperate one faced by a Union general—and he would use everything at his resource to win. As Grant and his army marched out of Jackson, they headed west, ready to confront Pemberton.