Bristoe Campaign The Bristoe Campaign was a series of minor battles fought in Virginia during October and November 1863 , in the American Civil War . Maj . Gen . George G . Meade , commanding the Union Army of the Potomac , began to maneuver in an unsuccessful attempt to defeat Gen . Robert E . Lee ' s Army of Northern Virginia . Lee countered with a turning movement , which caused Meade to withdraw his army back toward Centreville . Lee struck at Bristoe Station on October 14 , but suffered losses in two brigades and withdrew . As Meade followed south once again , the Union army smashed a Confederate defensive bridgehead at Rappahannock Station on November 7 and drove Lee back across the Rapidan River . Along with the infantry battles , the cavalry forces of the armies fought at Auburn on October 13 , again at Auburn on October 14 , and at Buckland Mills on October 19 . Lee and his officers were disgusted with their lack of success . They had not achieved their primary objectives of bringing on a decisive battle or preventing the Federal reinforcement of the Western Theater . Background . After the Battle of Gettysburg in July , Robert E . Lee retreated back across the Potomac River to Virginia and concentrated behind the Rapidan River in Orange County , Virginia . Meade was widely criticized for failing to pursue aggressively and defeat Lee ' s army . He planned new offensives in Virginia that fall to correct this . Early in September , Lee dispatched two divisions of Lt . Gen . James Longstreet ' s Corps to reinforce the Confederate Army of Tennessee for the Battle of Chickamauga . Meade knew that Lee had been weakened by the departure of Longstreet and wanted to take advantage . Meade advanced his army to the Rappahannock River in August , and on September 13 he pushed strong columns forward to confront Lee along the Rapidan , occupying Culpeper , Virginia , following the Battle of Culpeper Court House . Meade planned to use his numerical superiority in a broad turning movement , similar to the one planned by Maj . Gen . Joseph Hooker in the Battle of Chancellorsville that spring . However , on September 24 the Union had to deplete its forces as well , sending the XI and XII Corps to the Chattanooga Campaign in Tennessee . Lee learned of the departing Union corps , and early in October he began an offensive sweep around Cedar Mountain with his remaining two corps , attempting to turn Meade ' s right flank . Meade , despite having superior numbers , did not wish to give battle in a position that did not offer him the advantage and ordered the Army of the Potomac to withdraw along the line of the Orange and Alexandria Railroad . Battles . Auburn ( October 13 – 14 ) . On October 13 , Maj . Gen . J . E . B . Stuart was on one of his typical cavalry raids to capture supply wagons and blundered into the rear guard of the Union III Corps near Warrenton . Lt . Gen . Richard S . Ewell ' s corps was sent to rescue him , but Stuart hid his troopers in a wooded ravine until the unsuspecting III Corps moved on , and the assistance was not necessary . As the Union army withdrew towards Manassas Junction , Meade was careful to protect his western flank from the kind of envelopment that had doomed Maj . Gen . John Pope and Hooker in previous battles in this area . Brigades from Maj . Gen . Gouverneur K . Warren ' s II Corps fought a rearguard action against Stuart ' s cavalry and the infantry of Brig . Gen . Harry Hays ' s division near Auburn on October 14 . Stuart ' s cavalry boldly bluffed Warren ' s infantry and escaped disaster . The II Corps pushed on to Catlett Station on the Orange & Alexandria Railroad . Bristoe Station ( October 14 ) . Lt . Gen . A . P . Hill ' s corps stumbled upon two corps of the retreating Union army at Bristoe Station and attacked without proper reconnaissance . On October 14 , Union soldiers of the II Corps , posted behind the Orange & Alexandria Railroad embankment , mauled two brigades of Maj . Gen . Henry Heth ' s division and captured a battery of artillery . Hill reinforced his line but could make little headway against the determined defenders . After this victory , Meade continued his withdrawal to Centreville unmolested . Lee ' s Bristoe offensive sputtered to a premature halt . Meade was well entrenched , and Lee had outrun his supplies . After minor skirmishing near Manassas and Centreville , the Confederates retired slowly to the Rappahannock River , destroying the Orange & Alexandria Railroad as they went . Meade was under pressure from general - in - chief Maj . Gen . Henry W . Halleck to pursue Lee , but it took almost a month to re - lay the railroad track behind his army . Buckland Races ( October 19 ) . After defeat at Bristoe Station and an aborted advance on Centreville , Stuart ' s cavalry shielded the withdrawal of Lee ' s army from the vicinity of Manassas Junction . Union cavalry under Brig . Gen . Judson Kilpatrick pursued Stuart ' s cavalry along the 29 but were lured into an ambush near Chestnut Hill and routed . The Federal troopers were scattered and chased five miles ( 8 km ) in an affair that came to be known as the " Buckland Races " . Across the Rappahannock ( November 7 ) . Lee returned to his old position behind the Rappahannock but left a fortified bridgehead on the north bank , protecting the approach to Kelly ' s Ford . On November 7 , Meade forced passage of the Rappahannock at two places . A surprise attack by Maj . Gen . John Sedgwick ' s VI Corps at dusk overran the Confederate bridgehead at Rappahannock Station , capturing two brigades ( more than 1 , 600 men ) of Maj . Gen . Jubal A . Early ' s division . Fighting at Kelly ' s Ford was less severe , but the Confederates retreated , allowing the Federals across in force . Aftermath . On the verge of going into winter quarters around Culpeper , Lee ' s army retired instead into Orange County , south of the Rapidan . The Army of the Potomac occupied the vicinity of Brandy Station and Culpeper County . The five battles in the Bristoe Campaign resulted in 4 , 815 casualties on both sides , including 1 , 973 Confederate prisoners at Rappahannock Station . Lee and his officers were disgusted with their lack of success . They had not achieved their primary objectives of bringing on a decisive battle or preventing the Federal reinforcement of the Western Theater . Meade ' s army was in a good position , sitting on their supply base and having suffered fewer casualties in their larger force . Pressured by Abraham Lincoln to achieve an offensive success against Lee before the winter brought campaigning to a halt , Meade began to plan his Mine Run Campaign for later in November .