Stuart’s men had participated in the fighting both at the Wilderness and at Spotsylvania Court House, but they were now called on for something even more heroic. On May 7, 1864, Phil Sheridan and 12,000 cavalrymen broke loose from the Army of the Potomac, heading south. There were almost no Confederate army units between them and Richmond, and J. E. B. Stuart, naturally, set off in hot pursuit.

The movements of both cavalry forces took longer than one might expect because they had artillery, as well as some infantry, units with them. But by the morning of May 9, 1864, Sheridan and about ten thousand men were approaching from the west while Stuart and roughly half that number had taken up a defensive position at Yellow Tavern, less than twenty miles from Richmond. To that moment, Stuart had done his duty very well; he had interposed his force, and Richmond had been warned in time. The surprise had yet to be unleashed, however.