Lee was just south of the Rapidan River, and he had roughly 65,000 men in the Army of Northern Virginia. Their condition was somewhat better than it had been on the Gettysburg campaign because their supply lines were shorter, but there were still plenty of men without shoes. Morale was high, but it was the type of morale brought about by desperation; the soldiers knew that the Union forces were coming their way in great numbers.

Lee, for his part, did not have a strong strategy. Grant, he feared, might be the first Northern general he could not figure out. All Lee could do was block the road to Richmond, and, hopefully, inflict enough casualties that Grant would turn around. This was not Lee’s favored or preferred type of strategy; he was confined to the defensive.