Battle of Changban The Battle of Changban was a battle fought between the warlords Cao Cao and Liu Bei in 208 in the late Eastern Han Dynasty . The battle took place at Changban ( south of present - day Duodao District , Jingmen , Hubei ) . Background . After Cao Cao unified northern China in 207 , he made arrangements for a southern campaign on Jing Province ( 荊州 ; covering present - day Hubei and Hunan ) , governed by Liu Biao at the time . Initial minor invasions led by Xiahou Dun were repelled by Liu Biao ' s vassal Liu Bei , whose forces were stationed at Xinye at the northern border of Jing Province . Following that , Cao Cao personally led his armies south to attack Jing province in the seventh lunar month of 208 . In the eighth month , when Cao Cao ' s forces had reached Wancheng ( present - day Nanyang , Henan ) , Liu Biao died of illness and was succeeded by his younger son , Liu Cong . Liu Cong ' s advisers Kuai Yue and Fu Xun ( 傅巽 ) convinced Liu Cong that he could not resist Cao Cao even with Liu Bei ' s help , so Liu Cong agreed to surrender . Liu Bei , who was at Fancheng at the time , was not informed of Liu Cong ' s decision to surrender . When Liu Bei became suspicious , he sent an attendant to Xiangyang to question Liu Cong , and only then would Liu Cong pass the news to Liu Bei through his subordinate official Song Zhong ( 宋忠 ) . Dismayed , Liu Bei drew his sword on Song Zhong , but did not kill him . Surrender was not an option to Liu Bei , since he had been involved in an assassination plot to remove Cao Cao when Liu was in the service of Cao roughly ten years ago and it was unlikely that Cao would forgive him . Liu Bei then called for a council of his advisors . Zhuge Liang suggested that Liu Bei should attack Liu Cong to secure Jing Province and defend against Cao Cao there , but Liu Bei rejected this and said , " as Liu Jingzhou ( Liu Biao ) was dying , he entrusted his orphans to me . I cannot turn from this obligation and seek my own advantage . How am I to face Liu Jingzhou after I die ? " . Not willing to fall under the hands of Cao Cao , Liu Bei gathered his men and marched to the south . As he passed Xiangyang he called out to Liu Cong , but Liu Cong dared not see him and hid . Many officials and civilians of Xiangyang followed Liu Bei as he left , as he was greatly respected by the people . In the ninth month , Liu Cong set out from Xiangyang towards Xinye to receive Cao Cao , surrendering Jing Province . Cao Cao took over the command of Jing Province ' s military , especially its naval fleet , a component which Cao Cao ' s forces lacked . Fearing that Liu Bei would take the southern base of Jiangling , Cao Cao swiftly gave chase to Liu Bei with 5 , 000 elite horsemen , leaving his baggage behind . As Liu Bei was bringing along more than 100 , 000 unarmed people and thousands of carts of luggage , his force could not move very quickly . Someone suggested to Liu Bei that he should abandon the people for his safety , but Liu Bei did not have the heart to desert them when the people risked their own lives to follow him . Instead , Liu Bei had Guan Yu sail ahead down the Han River with a detachment of several hundred ships and take a roundabout route to Jiangling , where they planned to rendezvous . The battle . Cao Cao ' s cavalry caught up to Liu Bei ' s congregation at Changban , Dangyang Commandery , and Liu Bei had to flee for his life , galloping away south with Zhang Fei , Zhao Yun and Zhuge Liang , while leaving his family and the populace behind . Cao Cao ' s forces captured all his army and his baggage . Xu Shu , a friend of Zhuge Liang who was also serving Liu Bei at the time , requested leave from Liu and left to serve Cao Cao after learning that his mother was captured by Cao ' s men . Liu Bei ' s two daughters were also captured by Cao Chun in the battle . Zhang Fei commanded 20 horsemen as rearguard . He held the river and broke the bridges down ; looking fierce and shaking his lance , he shouted , " I am Zhang Yide . Come and battle me to the death ! " None of Cao Cao ' s men dared to go near him , buying time for Liu Bei to escape . As Zhang Fei retreated with Liu Bei , Cao Cao ordered his men to build pontoon bridges and launch an assault , but a timely arrival of Guan Yu and his forces prevented Cao Cao from fully attaining victory . In the chaos , Zhao Yun disappeared to the north , prompting suspicion that he had surrendered to Cao Cao . When someone reported that to Liu Bei , Liu angrily threw a handaxe and said " Zilong ( Zhao Yun ) would never desert me . " Surely enough , Zhao Yun came back with Liu Bei ' s infant son Liu Shan in his arms along with Lady Gan . With this , Zhao Yun was promoted to General of the Standard ( 牙門將軍 ) . Turning east from Changban , Liu Bei and the remnants of his party had crossed the Han River to the east where Liu Qi , Liu Biao ' s elder son , still held control of Jiangxia Commandery ( present - day Yunmeng County , Hubei ) . They met Guan Yu ' s fleet and over 10 , 000 men led by Liu Qi in Hanjin ( 漢津 ) . Together , they sailed down the river to Xiakou . Cao Cao did not follow up in immediate pursuit . The main objective of his drive to the south had been the base at Jiangling , and he pressed on south to secure that base first . Aftermath . After the Battle of Changban , the land of Jing Province west of the Han River became territories of Cao Cao . Cao Cao entered Jiangling and pacified the officials and peasants there . Cao Cao ' s advisor Jia Xu suggested that Cao should make full use of the resources in Jing Province to settle his troops before further territorial expansions , but Cao Cao preferred to use the momentum from his victories to attack Jiangdong next . Lu Su , a statesman under the Jiangdong warlord Sun Quan , was originally on a mission to offer condolences for Liu Biao ' s death . By the time he reached Jing Province , however , Liu Cong had already surrendered and Liu Bei had fled south . Lu Su went to see Liu Bei at Changban and , after Liu ' s defeat , followed him to Xiakou . There he asked where Liu Bei was heading after , and Liu replied that he plans to take refuge under Wu Ju ( 吳巨 ) , an old friend , in the distant Cangwu Commandery ( 蒼梧 ; eastern portion of present - day Guangxi ) . To this , Lu Su dissuaded Liu Bei from joining Wu Ju , saying Wu was only an ordinary fellow who would not be independent for long ; and persuaded Liu Bei to form an alliance with his lord Sun Quan against Cao Cao . Liu Bei was pleased at this suggestion , and sent Zhuge Liang to follow Lu Su back to meet Sun Quan and secure the alliance . The successful formation of the Sun - Liu alliance led to the Battle of Red Cliffs shortly after in the same year , where the allied forces defeated Cao Cao ' s overwhelming fleets , driving him back north and forming the basis of the Three Kingdoms . In fiction . In Luo Guanzhong ' s historical novel " Romance of the Three Kingdoms " , the battle was romanticised into a showcase of the power and bravery of Zhang Fei and Zhao Yun . Liu Bei ' s wife Lady Mi and infant son A ' dou ( Liu Shan ) were isolated from the rest during an attack by Cao Cao ' s 5 , 000 horsemen . Zhao Yun braved danger by fighting his way through enemy lines in search of Lady Mi and A ' dou . He encountered the enemy general Xiahou En , defeated him and took Cao Cao ' s prized Qinggang Sword from him . When Zhao Yun finally found Lady Mi and A ' dou beside a well , he urged them to mount his horse quickly , but Lady Mi refused as she did not want to be a burden to Zhao Yun . She entrusted A ' dou to Zhao Yun and committed suicide by throwing herself into the well . Zhao Yun then strapped A ' dou to his body and fought his way out against overwhelming numbers of enemy forces , bringing A ' dou safely back to Liu Bei . Cao Cao ' s forces pursued Zhao Yun until they arrived at Changban Bridge , where Zhang Fei stood guard alone . Zhang Fei bellowed a challenge at the enemy and shocked Xiahou Jie to death . Cao Cao ' s soldiers also observed that the woods behind Zhang Fei were clouded in dust and believed that there was an ambush , so they retreated without a fight and Zhang Fei had the bridge destroyed and withdrew as well . Zhang Fei had earlier ordered his men to tie tree branches to the tails of their horses and ride around in the woods , churning up dust to create an illusion of an ambush . By then , Zhao Yun had returned with A ' dou to Liu Bei ' s side safely . When he presented A ' dou to his lord , Liu Bei threw his infant son to the ground and exclaimed that his son had nearly cost him one of his best warriors . Zhao Yun caught A ' dou in time and reaffirmed his allegiance to Liu Bei , pledging to serve his lord with his life and yet he did serving him till A ' dou became the new ruler of shu . Historicity . Zhao Yun ' s biography in " Records of the Three Kingdoms " briefly stated that during the Battle of Changban , after Liu Bei abandoned his family and fled , Zhao protected A ' dou ( carrying A ' dou close to him ) and Lady Gan and escorted them to safety . Both Lady Gan and Lady Mi also survived the battle . Zhang Fei ' s biography in " Records of the Three Kingdoms " also briefly mentioned that Zhang remained behind with 20 horsemen to block Cao Cao ' s pursuing forces . The bridge was already destroyed when Zhang Fei bellowed a challenge , similar in tone to the one in " Romance of the Three Kingdoms " , but without the highly exaggerated effect on the enemy . Cao Cao ' s men did not dare to come near and Zhang Fei was safe . Xiahou En and Xiahou Jie were not mentioned in " Records of the Three Kingdoms " at all . Modern references . The Battle of Changban is the highlight of Zhao Yun ' s and Zhang Fei ' s story mode in Koei ' s video game series " Dynasty Warriors " . The battle is also featured in John Woo ' s 2008 film " Red Cliff " .