After the Confederate success at the Battle of Chancellorsville in May of 1863, Confederate General Robert E. Lee expressed his desire to again take the fight north. Although their victories both impressed and inspired the southern soldiers and their citizen supports, the presence of two large armies savaged the countryside. Perhaps a victory on northern ground would allow for this long war's end. It would at least allow Virginia a respite from the constant foraging of tens of thousands of soldiers and their animals.

Nearly one year earlier after forcing Major General George B. McClellan's Army from the Virginia peninsula, Lee's newly christened Army of Northern Virginia defeated Major General John Pope's Union Army of Virginia at the Battle of Second Manassas and fended off General McClellan's series of attacks at Antietam. General Lee's exhausted men, pushed to the limits of their endurance by their still somewhat new commander, had fallen out of the ranks by the thousands before Antietam, a battle fought with less than 40,000 men against northern numbers more than twice their size. Now, Lee could move north leading a much larger, better rested army with a much higher morale than that which fought at Antietam. Despite the much lamented loss of Lieutenant General Thomas "Stonewall" Jackson, Lee retained the highest confidence in his generals and his men. His men held the same confidence in Lee.

The Army of the Potomac could not boast the same tremendous faith in their new commander. In April of 1863, after the disaster of Fredericksburg, Major General Joseph Hooker lead a brilliant flanking movement against his Confederate foes still positioned just west of Fredericksburg. But with the first hard fighting of the Battle of Chancellorsville, Hooker lost the confidence of his Corps commanders when he withdrew to a defensive position while victory still hung in the balance. Some of his Corps and Division commanders expressed their plummeting opinions of "Fighting Joe's" capabilities in person to President Lincoln. When, in an ongoing quarrel with General-in-Chief Henry W. Halleck, Joseph Hooker tendered his resignation, President Lincoln immediately accepted. Very early in the morning on June 28, 1863, three days before the Battle of Gettysburg would begin, President Lincoln ordered Major General George Gordon Meade to take command of the Army of the Potomac. Meade would follow in the footsteps of McClellan, Pope, Burnside, and Hooker, all of whom had commanded an Eastern Theater Army within the last year. Although General Meade's subordinates viewed him as capable, he did not inspire the same loyalty, confidence, and enthusiasm as did General Lee. Many of the men however, did not doubt their own abilities to defend northern soil.

Told by President Lincoln that he must bring the Army of Northern Virginia to battle while keeping his forces between Lee's army and Washington, General Meade moved forward searching for his elusive quarry. Confederate General Richard Stoddert Ewell, now in command of Jackson's 2nd Corps, lead the movement north. As he approached the Pennsylvania capitol General Lee stated, "If Harrisburg comes within your means, capture it." [4] Ewell also had orders to burn the railroad bridge spanning the Susquehanna River to sever Union supply lines. Major General Jubal Early, one of Ewell's Division commanders, headed east towards York, Pennsylvania.

In command of the newly created 3rd Corps, Lieutenant General Ambrose Powell Hill followed behind Ewell with Longstreet's Corps behind him. Lee's consistently victorious Army of over 80,000 moved unopposed into the lush farmlands and thriving towns of south central Pennsylvania. Like a cold, wet blanket, a spy's report would soon temper the optimism of this early success. With the Union Army now much closer than originally thought, General Lee ordered his scattered forces to converge west of Gettysburg near Cashtown. They needed to position themselves for the signal victory General Lee so desperately wanted and his country needed.