By the time Battery Wagner fell, the Army of the Potomac and the Army of Northern Virginia were resting quietly from the exertions of the Pennsylvania campaign. Lee settled his men around Culpeper Court House in the Piedmont, between the Rappahannock River and the Rapidan River. Meade took position near Warrenton north of the Rappahannock. Both armies used the Orange and Alexandria Railroad as their line of communications, but Meade realized that this area was not the true line of advance toward Richmond. The railroad led southwestward from Alexandria, away from the Confederate capital. This bucolic region between Fredericksburg and the Shenandoah Valley was a strategic backwater.
Both Lee and Meade were forced into active operations because of developments in the west. Gen. Braxton Bragg's Army of Tennessee lost Chattanooga, and Lee dispatched two divisions of Longstreet's First Corps, leaving but 45,000 men under his command. Lee also fell back to the south side of the Rapidan. Meade learned of this transfer and slowly advanced to the north bank of the Rapidan to prevent the Confederates from detaching more men. Soon after, news of Bragg's victory at Chickamauga arrived. Longstreet's contingent played a large role in this crushing defeat, and the Union Army of the Cumberland was forced to seek refuge in Chattanooga. The news compelled Lincoln to send the Eleventh and Twelfth Corps of the Army of the Potomac to reinforce the besieged Tennessee city, leaving Meade with 76,000 men. Lee seized the opportunity to strike at his opponent.
It began on October 8 when A. P. Hill's corps crossed the Rapidan to flank Meade's position. Hill's men shielded themselves by moving west of the ridges and taking back roads, while pioneer detachments rebuilt several bridges. Despite these precautions, Meade learned of the movement and retired toward Centreville near the old Bull Run battlefields. Most of his army crossed Broad Run along the track of the Orange and Alexandria Railroad on October 14. The Second Corps brought up the rear and was about to cross when the van of Hill's corps appeared on the scene only one and a half miles north of Bristoe Station, a small depot that lay just west of the run. Hill could see the tail end of a Union column east of the stream but had no idea