Battle of Yangping The Battle of Yangping , also known as the Battle of Yangping Pass , was fought between the warlords Cao Cao and Zhang Lu in 215 CE during the late Eastern Han Dynasty . The battle concluded with a victory for Cao Cao . Background . In the third lunar month of 215 , Cao Cao launched a campaign against Zhang Lu in Hanzhong commandery . When Cao Cao ' s army arrived at Chencang ( 陳倉 ; present - day Chencang District , Baoji , Shaanxi ) and was about to pass through Wudu ( 武都 ; around present - day Longnan , Gansu ) , the Di tribes in the area blocked their path , so Cao sent Zhang He , Zhu Ling and others to attack the Di and clear the way . In the fourth month , Cao Cao ' s army passed through San Pass ( 散關 ) and arrived at Hechi ( 河池 ) . The Di king , Dou Mao ( 竇茂 ) , led thousands of tribesmen to resist Cao Cao , but Cao defeated them by the following month and he massacred the Di population . Qu Yan ( 麴演 ) , Jiang Shi ( 蔣石 ) and other generals from Xiping ( 西平 ) and Jincheng ( 金城 ) killed Han Sui and sent his head to Cao Cao . In the seventh month , Cao Cao ' s forces reached Yangping Pass ( 陽平關 ; in present - day Ningqiang County , Hanzhong , Shaanxi ) after making a long and arduous journey through mountainous terrain . When his soldiers started complaining , Cao Cao announced that he would remember them for their contributions to encourage them to move on . The battle . Zhang Lu ordered his younger brother Zhang Wei and officer Yang Ang to lead troops to defend the pass . Zhang Wei and Yang Ang had defensive structures built in the mountainous areas , spanning over 10 " li " , to deter Cao Cao ' s advances . Cao Cao was unable to overcome the enemy after launching assaults so he withdrew his forces . Zhang Lu ' s men lowered their defences when they saw Cao Cao retreating . Cao Cao gave secret orders to Xie Biao ( 解忄剽 ) and Gao Zuo ( 高祚 ) to lead a sneak attack on the enemy at night and they achieved success . Yang Ang was killed in action while Zhang Wei fled under the cover of night . Aftermath . Zhang Lu retreated to Bazhong ( 巴中 ; in present - day eastern Sichuan ) when he heard that Yangping Pass had been taken . Cao Cao ' s army occupied Nanzheng ( 南鄭 ; present - day Nanzheng County , Hanzhong , Shaanxi ) , the capital of Hanzhong commandery , and seized the precious items stored in Zhang Lu ' s treasuries . The people in Hanzhong surrendered to Cao Cao , who then renamed the place to " Hanzhong " from its previous name " Hanning " ( 漢寧 ) . Cao Cao separated Anyang ( 安陽 ) and Xicheng ( 西城 ) counties from Hanzhong and placed them under the jurisdiction of Xicheng commandery ( 西城郡 ) and appointed an Administrator ( 太守 ) to oversee the commandery . He also partitioned Xi ( 錫 ) and Shangyong commandery ( 上庸郡 ) and appointed Commandants ( 都尉 ) to govern those areas . In the ninth month , the tribal king Pu Hu ( 朴胡 ) and Du Huo ( 杜濩 ) , the Marquis of Congyi ( 賨邑侯 ) , led the people in Bayi ( 巴夷 ) and Cong ( 賨 ) to submit to Cao Cao . Cao Cao split Ba commandery ( 巴郡 ) into Badong ( 巴東 ; " East Ba " ) and Baxi ( 巴西 ; " West Ba " ) commanderies and appointed Pu Hu and Du Huo , who also received marquis titles , as their Administrators respectively . Emperor Xian also granted Cao Cao the authority to confer titles upon the nobles and officials in the area . In the 11th month , Zhang Lu led his followers out of Bazhong and came to surrender to Cao Cao . Cao Cao accepted their surrender and granted marquis titles to Zhang Lu and his five sons . Around the time , Liu Bei had recently seized control of Yi Province ( 益州 ; covering present - day Sichuan and Chongqing ) from its governor Liu Zhang and occupied Bazhong after Zhang Lu left . Cao Cao ordered Zhang He to lead a force to attack Liu Bei , but Zhang He lost to Liu ' s general Zhang Fei at the Battle of Baxi . In the 12th month , Cao Cao left Nanzheng and headed back to Ye ( 鄴 ; in present - day Handan , Hebei ) , leaving behind Xiahou Yuan to guard Hanzhong . Modern references . The battle is featured as a playable stage in Koei ' s video game " " and " Dynasty Warriors 7 " .