The only leading general who was truly upbeat was Robert E. Lee. Despite the defeat at Antietam four months earlier, Lee believed that the Army of Northern Virginia was in excellent shape and could defeat the Army of the Potomac any day, so long as circumstances were equal. His subordinates—James Longstreet and Stonewall Jackson—followed his lead in their opinion of the situation.

The Confederate garrison at Vicksburg, Mississippi, knew that it was the key to maintaining a true Confederacy, one that commenced in Virginia and ran all the way to Texas. If Vicksburg fell, the Confederate cause would be on very shaky ground. But the garrison was not confident in its commander, General John Pemberton, in part because he was Northern born. Raised in Philadelphia, Pemberton was thoroughly devoted to the Confederate cause, but both his accent and his appearance made him seem something of a foreigner to his men. In between the Army of Northern Virginia and the men who held Vicksburg was the Army of Tennessee, led by General Braxton Bragg.