Shaken by his thrashing at Chancellorsville, Joe Hooker yielded the offensive to the Army of Northern Virginia. For the time being, the armies continued in their wary stance along the banks of the Rappahannock, but it was Robert E. Lee who would dictate strategy for the coming summer.

Following a series of meetings held in Richmond after the Battle of Chancellorsville, the Confederate leadership decided that the time was right for another invasion of the North. A northward thrust would serve a variety of purposes: First, it held the potential of relieving Federal pressure on the beleaguered Southern garrison at Vicksburg; Second, to provide the people of Virginia with an opportunity to recover from “the ravages of war and a chance to harvest their crops free from interruption by military operation”; Third, to draw Hooker’s army away from its base at Falmouth, giving Lee an opportunity to defeat it in the open field. Finally, as historian Edwin B. Coddington put it, Lee

...wanted above all to spend the summer in lower Pennsylvania maneuvering his forces so as to pose threats to the vital centers of Washington, Baltimore, and Philadelphia, while stripping the country of greatly needed supplies. (1)

...There are three brigades of cavalry 3 miles from Culpeper County Court House, toward Kelly’s Ford...These are Fitz. Lee’s, William H. Fitzhugh Lee’s, and Wade Hampton’s brigades...The Confederate army is under marching orders, and an order from General Lee was very lately read to the troops, announcing a campaign of long marches and hard fighting... (2)

On the 28th, Pleasonton received a report from Brig. Gen. David McM. Gregg, commanding the Third Division of the Army of the Potomac’s Cavalry Corps, that a large force of Confederate cavalry was camped in the vicinity of Culpeper Courthouse. The report indicated that the cavalry brigades of Fitzhugh Lee, W.H.F. Lee, Hampton and Charles Field were gathering there. Pleasonton asked Hooker for permission to send Buford’s Reserve Brigade and a battery to reinforce Gregg at Bealeton. Since Buford previously reported bad grazing for his horses at Dumfries, Pleasonton recommended the transfer, since the new position would provide better lines of supply. (4)

Hooker wasted no time in approving the request. He also ordered Buford to assume command of all cavalry forces operating in the area. Hooker further stated that reports indicated that enemy skirmishers were operating on the north side of the Rappahannock near Warrenton, and gave Buford permission to engage the Rebels and push them back across the river. Further, Hooker gave an important order: “if he should find himself with sufficient force, to drive the enemy out of his camp near Culpeper and across the Rapidan, destroying the bridge at that point.” Hooker correctly guessed that the concentration of Southern cavalry was there to mask a Confederate advance up the Shenandoah Valley; the coming advance would eventually become the Gettysburg Campaign. Buford was given explicit orders to spare no effort to find out the objective of the enemy movement, stating that “[a]t all events, they have no business on this side of the river.”

Pleasonton promptly complied, ordering Buford to

[m]ove, with all your available force and Elder’s battery, to Bealeton; take command of the whole force at that point, and drive the rebel scout and parties in the neighborhood of Warrenton and Sulphur Springs across the Rappahannock River. Leave your dismounted men, under a good officer or two, at Dumfries.

The next day, an anxious Hooker cabled Buford, wanting to know whether Buford had any recent intelligence regarding enemy movements. However, Buford had not arrived yet. After a 30 hour march, he reached Warrenton Junction on the 30th, and immediately assumed command there. After learning that a nearby railroad bridge had been burned by the Confederates, Buford took his command up the line of the Orange and Alexandria Railroad. He discovered that no bridge had been destroyed, but that Mosby’s guerrillas had destroyed a 100 car train of supplies, causing the smoke which had triggered the erroneous report. The independent cavalry division of Maj. Gen. Julius Stahel, which had not yet come under the authority of the Army of the Potomac, pursued the guerrillas, inflicting a number of casualties. The Rebels caused damage in both Stahel’s area of authority and in Buford’s.

Buford then tackled the task of removing the carcass of the train from the tracks and restoring telegraph communications. He reported that there was a good supply of water and grass for the horses near Warrenton. Buford concluded by reporting, “I can hear of no rebel force. None has crossed the river below Waterloo Bridge. The horses and pack mules of the Second and Third Divisions are in wretched condition.” (8)

The next day, word was received that both the railroad and the lines of communication were again intact. On June 2, Buford received a dispatch from Army headquarters which would have far reaching consequences for the future course of the Civil War. The general was informed that three brigades of Stuart’s cavalry had gone into the Shenandoah Valley for unknown purposes, and that Buford was to “aid in the fixing the locality and numbers of the enemy’s cavalry especially, with a view to our future movements. Send us by telegraph all the news obtained, and have scouting parties active. The capture of prisoners, contrabands, etc., may give much information.” (9)

In response, Buford cabled Pleasonton that he intended to establish his troops along a new and shorter line anchored at Catlett’s Station, and that “no enemy save some of Mosby’s are on this side of the Rappahannock. Orleans, Waterloo, Warrenton, and New Baltimore were visited yesterday.” He concluded by stating that his entire command was “packed into an area 2 or 3 miles wide.” (10)

Upon assuming command of the Union cavalry in the area around Fauquier County, Buford set out to follow this directive. On June 4, from his headquarters at Warrenton Junction, he sent a telegram to Pleasonton stating “I have nothing worthy of note to report. Yesterday, Col. [Alfred] Duffie’s [commanding the Third Division of the Cavalry Corps] picket reported the enemy crossing in considerable force at Sulphur Springs. Preparations were made to welcome them, but they did not come. The country and river as high up as Orleans, New Baltimore, Thoroughfare Gap was visited yesterday and last night. Nothing was seen or heard.” (11)

Later that day Buford received a telegram from Army headquarters indicating that a portion of the Confederate forces opposite the Union left had disappeared. Hooker ordered Buford to “keep a sharp lookout, country well scouted, and advise us as soon as possible of anything in your front or vicinity indicating a movement.” (12) Uncertain of the enemy’s whereabouts or plans, Hooker had every reason to be worried. Knowing the value of good cavalry scouting, the Army commander wanted the ever-diligent Buford to find the enemy and ascertain the Rebels’ intent.

The next day, June 5, Buford sent a dispatch to Army headquarters which proved remarkably accurate. From his headquarters at Warrenton Junction, he reported:

I have just received information, which I consider reliable, that all of the available cavalry of the Confederacy is in Culpeper County. Stuart, the two Lees, Robertson, Jenkins, and Jones are all there. Robertson came from North Carolina, Jenkins from Kanawha, and Jones from the Valley. Jones arrived at Culpeper on the 3d, after the others. Since the Chancellorsville fight, their cavalry has been very much increased from the infantry; 800 Texans from Hood’s command have been recently mounted upon horses from Richmond. My informant--a refugee from Madison County--says Stuart has 20,000; can’t tell his instructions, but thinks he is going to make a raid....(13)

Union Maj. Gen. Erasmus Keyes, commanding Union forces in the Susquehanna River Valley, added weight to Buford’s analysis, warning Hooker that, “based on rumors that reach me...an invasion of Maryland and Pennsylvania is soon to be made.” (14)

In addition, on June 5, Pleasonton reported to Army headquarters that the enemy’s cavalry pickets extended to Front Royal, nearly 60 miles west of Falmouth. Pleasonton ordered Buford to “make a strong demonstration without delay upon the enemy in your front toward Culpeper, and push them as far as possible without jeopardizing your command.” Pleasonton also informed Buford that the Confederate forces were in motion in front of Fredericksburg, and that a portion of the enemy army had already moved toward Orange Court House. (15)

Buford obeyed the order immediately, and set his force in motion. The following day, Buford received a dispatch from Hooker that “[i]nformation has been communicated to me that three brigades of the enemy’s cavalry are posted at Jefferson.” Hooker further inquired how such a turn of events was possible, and asked Buford if his pickets could shut down the Confederate lines of communication across the Rappahannock.

Buford responded that Hooker’s “information is incorrect about the number of cavalry at Jefferson”, and that he would attempt to keep the Confederate lines of communication across the river closed. He concluded, “I have a large force in the neighborhood of Jefferson, reconnoitering.” (16)

Nevertheless, Hooker was very uneasy about the disposition of the unknown force at Jefferson, and proceeded cautiously. As a result, Pleasonton sent Buford a dispatch suspending the orders for Buford to pitch into the Confederate cavalry at Culpeper till further notice. Instead, Pleasonton instructed Buford to “[r]eport everything as it occurs.” (17) Buford telegraphed back, “Your dispatch just received. I have sent to recall Colonel Duffie, who had your instructions to carry out. I fear he has gone too far.” (18)

Later that day, Buford reported to Pleasonton that Duffie had already crossed the Rappahannock at Sulphur Springs with 2,500 men. He further reported that “The information sent yesterday has been partly corroborated; none of it denied. Yesterday cannon firing was heard toward Culpeper. I suppose it was a salute, as I was told Stuart was to have had that day an inspection of his whole force.” Buford noted that Confederate Maj. Gen. John Bell Hood’s infantry division was camped on the Rapidan at Raccoon Ford, but that he was unable to determine whether any Confederate infantry were stationed in the area north of the Rapidan. Buford did offer his belief that “there is a very heavy cavalry force on the grazing grounds in Culpeper County.” (19)

Buford’s information about Stuart’s “inspection” was correct. In fact, Stuart had staged his second grand review of his cavalry in a two week period on the 5th. The first grand review of the Confederate cavalry occurred on May 22, with much pomp and circumstance, J.E.B. Stuart being especially fond of pageantry. Confederate Secretary of War James A. Seddon attended the second review, along with a large entourage of local ladies. As Stuart’s chief of staff, Maj. Henry B. McClellan, described it, “Eight thousand cavalry passed under the eye of their commander, in column of squadrons, first at a walk, and then at the charge, while the guns of the artillery battalion, on the hill opposite the stand, gave forth fire and smoke, and seemed almost to convert the pageant into real warfare. It was a brilliant day, and the thirst for the ‘pomp and circumstance’ of war was fully satisfied.” Another Rebel trooper wrote,

…it was observed that General Stuart’s personal charms never showed to better advantage than on that day. Young, gay, and handsome, dressed out in his newest uniform, his polished sword flashing in the sunlight, mounted on his favorite bay mare in gaudiest trappings, his long black plume waving in response to the kisses of the summer breeze, he was superb in every movement, and the personification of grace and gallantry combined. (20)

Not all of the Confederate troopers were as enthralled by the spectacle of the grand review as Major McClellan was. The brigade commanded by Brig. Gen. William E. “Grumble” Jones, had only arrived at Brandy Station on June 3 and 4, after completing a long and taxing raid in western Virginia, and were tired and tattered. “Many...grumbled about the useless waste of energy, especially that of the horses; and when it was announced a few days afterward that there was to be another grand review on the 8th, the grumblers were even more numerous and outspoken.” Nearly all of the grumbling ceased, however, when it was announced that Robert E. Lee had ordered another review for June 8, and that he planned to attend in person. (21) The Confederate troopers set about preparing their equipment and horses. Their attention distracted, the Southerners seemed unaware of Buford’s presence in the area.

Partly as a result of the report of the Confederate review, Buford was ordered to send all of his transportation, excepting his pack mules and one wagon per regiment, to the supply depot at Potomac Creek. This was a sure sign that a major movement by the Union cavalry loomed. Buford dispatched one division of his 7,000 man force toward the concentration of Confederate cavalry at Culpeper. He personally remained at Warrenton Junction, readying the balance of his command for a meeting with their unsuspecting foes at Brandy Station. (22)

Union cavalry continued to probe at Stuart’s pickets, attempting to ascertain the precise whereabouts and intentions of the Rebel cavalry. Buford sent Col. Alfred Duffie’s division into northern Culpeper County. Duffie reported coming within 4 1/2 miles of Culpeper, taking no casualties, and that the Confederates seemed to be avoiding a fight. At 3:00 a.m. on June 7, Buford forwarded this intelligence to Pleasonton, who was on his way to Warrenton Junction to assume field command of the Cavalry Corps. (23)

Upon arriving at Warrenton Junction, Pleasonton knew only of the great concentration of enemy cavalry near Culpeper. He did not know whether Confederate infantry was also camped there. Pleasonton and Hooker did not know that Stuart’s cavalry had been sent to Brandy Station to cover the northward march of Richard S. Ewell’s and James Longstreet’s Corps. Lee had ordered that the march north resume on June 10. (24)

In case enemy foot soldiers were encountered, Pleasonton requested infantry support for his cavalry. Hooker informed Pleasonton that a brigade of 1,500 picked infantry under the command of Brig. Gen. David A. Russell would be ordered to report to Pleasonton at Kelly’s Ford, as would a similar force under Brig. Gen. Adelbert Ames.

That afternoon, Hooker issued critical orders to Pleasonton:

From the most reliable information at these headquarters, it is recommended that you cross the Rappahannock at Beverly and Kelly’s Fords, and march directly on Culpeper. For this you will divide your cavalry force as you think proper, to carry into execution the object in view, which is to disperse and destroy the rebel cavalry force assembled in the vicinity of Culpeper, and to destroy his trains and supplies of all description to the utmost of your ability.

The gently rolling terrain around Brandy Station was mostly fields and woods, but it also lent itself to rapid movement by large bodies of mounted troopers because of its well-defined road network. The Beverly Ford Road, which crossed the Rappahannock near St. James Church, was a major artery for commerce. Several fords cross the Rappahannock, including Beverly’s and Kelly’s Fords, allowing for easy crossings. Near the railroad station that gave the settlement its name is a long ridge called Fleetwood Hill, aligned on a north/south axis. One officer of the 6th Virginia Cavalry observed, “Fleetwood Heights is a beautiful location. Being an elevated ridge…it commands the country and roads leading north and south from Brandy Station.” (26)

Stuart’s headquarters crowned this prominence overlooking the area around Brandy Station. One of Stuart’s staff officers described the area: “The country is open for miles--almost level without fences or ditches and the finest country for cavalry fighting I ever saw.” (27) The terrain certainly was amenable to mounted operations, and had in fact witnessed several earlier cavalry engagements.

On June 8, Duffie was ordered to take his command to Kelly’s Ford, where he was to join Gregg’s command for the crossing. Thus, the forces fell into place for the great cavalry battle at Brandy Station. 12,000 Union and 10,000 Confederate cavalry were prepared to meet in battle. (28)

While the Union troopers prepared to attack them, Stuart’s unsuspecting troopers were holding another grand review, this time in front of Robert E. Lee himself. One of Stuart’s staff officers described the spectacle: This was a business affair, the spectators being all soldiers. Many men from Hood’s Division were present who enjoyed it immensely. During the charges past the reviewing stand the hats and caps of the charging column would sometimes blow off, and then, just as the charging squadron passed and before the owners could come back, Hood’s men would have a race for them and bear them off in triumph. (29)

A straight furrow was plowed into the adjacent farmland, with the twenty-two regiments of Confederate cavalry arrayed along both sides of that furrow. Stuart’s famed Horse Artillery was arrayed atop nearby Fleetwood Hill, sixteen guns of four batteries of fine artillery. Maj. Daniel Grimsley of the 6th Virginia Cavalry noted, “It was a splendid military parade; Stuart’s eyes gleamed with peculiar brightness as he glanced along this line of cavalry in battle array, with men and horses groomed their best, and the command arrayed with military precision, with colors flying, bugles sounding, bands playing, and with regimental and brigade officers in proper positions.” (30) Lee sat atop a low rise near the railroad bed, watching.

Confederate General William Pendleton recalled that Stuart and his staff “had a ride of it, some six miles at full run for our horses, down the line and up again, and then had to sit our horses in the dust half the day for the squadrons to march in display backward and forward near us.” (31) In an effort to conserve ammunition, Lee ordered that no artillery rounds be fired in this review. (32) Lee and his staff rode rapidly along the entire line, inspecting the proud Gray troopers as they went. Then, Lee resumed his position, and

At the sound of the bugle, taken up and repeated along the line, the corps of horsemen broke by right wheel into columns of squadron, and moving south for a short distance, the head of the column was turned to the left, and again to the left, moving in this new direction, whence it passed immediately in front of the commanding general. It was a splendid military pageant, and an inspiring scene,…as this long line of horsemen, in columns of squadron, with nearly ten thousand sabers flashing in the sun light…, passed in review before the greatest soldier of modern times…The column moved at a walk until it came within some fifty or one hundred paces of the position occupied by the reviewing general, when squadron by squadron would take up first the trot, then the gallop, until they had passed some distance beyond, when again they would pull down to the walk. After passing in review, the several brigades were brought again to the position which they occupied in the line, whence they were dismissed, one by one, to their respective camps….(33)

Grumble Jones was most unhappy with the show—he felt it a foolhardy waste of resources. “No doubt,” muttered Jones, “the Yankees, who have two divisions of cavalry on the other side of the river, have witnessed from their signal stations, this show in which Stuart has exposed to view his strength and aroused their curiosity. They will want to know what is going on and if I am not mistaken, will be over early in the morning to investigate.” (34) Jones proved right on target in his estimate of the Yankee intentions.