In the Eastern Theater of the American Civil War, the objective of the Union had been to advance and seize the Confederate capital, Richmond, Virginia. In the first two years of the war, four major attempts had failed: the first foundered just miles away from Washington, D.C., at the First Battle of Bull Run (First Manassas) in July 1861. Maj. Gen. George B. McClellan's Peninsula Campaign took an amphibious approach, landing his Army of the Potomac on the Virginia Peninsula in the spring of 1862 and coming within 6 miles (9.7 km) of Richmond before being turned back by Gen. Robert E. Lee in the Seven Days Battles.

That summer, Maj. Gen. John Pope's Army of Virginia was defeated at the Second Battle of Bull Run. Finally, in December 1862, Maj. Gen. Ambrose Burnside's Army of the Potomac attempted to reach Richmond by way of Fredericksburg, Virginia, but was defeated at the Battle of Fredericksburg.

Abraham Lincoln had become convinced that the appropriate objective for his Eastern army was the army of Robert E. Lee, not any geographic features such as a capital city, but he and his generals knew that the most reliable way to bring Lee to a decisive battle was to threaten his capital. Lincoln tried a fifth time with a new general on January 25, 1863—Maj. Gen. Joseph Hooker, a man with a pugnacious reputation who had performed well in previous subordinate commands.

Hooker embarked on a much-needed reorganization of the army, doing away with Burnside's grand division system, which had proved unwieldy; he also no longer had sufficient senior officers on hand that he could trust to command multi-corps operations. He organized the cavalry into a separate corps under the command of Brig. Gen. George Stoneman (who had commanded the III Corps at Fredericksburg). But while he concentrated the cavalry into a single organization, he dispersed his artillery battalions to the control of the infantry division commanders, removing the coordinating influence of the army's artillery chief, Brig. Gen. Henry J. Hunt.

Hooker's army faced Lee across the Rappahannock from its winter quarters in Falmouth and around Fredericksburg. Hooker developed a strategy that was, on paper, superior to those of his predecessors.