THE END OF 1863 brought entire satisfaction to neither side, nor could it have been said to have brought much to many people in either country. Scarcely a home, North or South, did not now feel the full burden of the war, and few men believed it could have gone on this long, with as little tangible result. After two years of solid fighting, and nearly three of war, where now were the fanciful visions of glory, of the elegant fanfare of war as chivalry, as a modern tournament out of Sir Walter Scott, all blushing maidens and uniformed gallants? The blushing maidens were running farms or plantations, or nursing amputees, and had long learned not to blush. And all too many of the young heroes were lying face down in the thickets of Virginia, or languishing in prison camps, or sitting staring at the wall from wheelchairs. If people could see the end product, they would seldom go to war as enthusiastically as they do. The war cared nothing for all this. War, like the famous illustration of Hobbes's Leviathan, consumes all it comes in contact with, treasure, resources, above all bodies. Even the most sophisticated of maneuvers, carried out by a Turenne or a Frederick the Great or a MacArthur, still ends the same, with charred machines and dead bodies. And the war became its own justification; the very fact of its horrible nature meant no one could quit now. To stop short of victory would be to betray all those who had already suffered. The Union must continue until the South was defeated; the South must persevere to victory. The question was not, Should we continue? but rather, How should we continue? In the Confederate capital, it was obvious that the options were narrowing. There was no longer hope of foreign intervention, of, say, the Royal Navy contemptuously brushing aside the Union's blockade to deliver recognition, money, and supplies to the Rebel cause. Nor was there, now, much realistic hope of straightforward military victory. The Mississippi, and with it the entire western Confederacy, were gone, the invasion of Pennsylvania had failed, and the victory of Chickamauga had turned to ashes in the disgraceful rout—it was little less than that—of Chattanooga. There were food riots in Richmond, and everywhere the chorus of complaint rose to the skies. It is ironic that President Davis, who died revered as the embodiment of the Lost Cause, was so thoroughly vilified while he was actually functioning as the Confederacy's president. Southerners, especially their politicians, laid a great deal of their dissatisfaction at the president's door. Much of this was unfair; there were simply weaknesses in Southern society that made it incapable of meeting the challenge it assumed, of asserting its independence, both systemic weaknesses and those of resources. Yet part of the problem was indeed Davis himself. Personally he could be a charming man, as long as he got his own way. But he took any disagreement over policy as an affront to Davis the man, so he tended to see what might have been reasonable and legitimate policy questions as personal antagonism. And indeed, unless one were a member of the charmed circle around the president, he was easy to dislike. His cabinet meetings were unstructured, long digressive ramblings that seldom reached any decision. He could not bring himself to delegate authority, especially in the military sphere, and thus trying to do too much, he left much undone. Above all, he was argumentative; when his field commanders dared to disagree with him, he sent them long, carefully reasoned legal briefs, which proved with irrefutable logic that they, and reality, were wrong, and that he, Jefferson Davis, was not only right, but that there could not possibly be any other conclusion than the one he himself had drawn. A reader of these missives might well suspect that winning his point was more important to Davis than winning the war; in more homely idiom, he could not see the forest for the trees, or, he threw the baby out with the bathwater. All of this might have been tolerable had the South possessed half a dozen Robert E. Lees, for Davis and his chief field commander remained remarkably sympathetic and mutually respectful. But it did not. It had Lee in Virginia, but he wanted to remain there. The other men who enjoyed Davis's confidence, such as Polk and Bragg, were lesser men altogether; and other senior generals, such as Beauregard and Joe Johnston, were not in the president's camp or his good graces either. This must surely be one of the more notable failures of the Confederacy: its inability to evolve excellent senior commanders. By and large the Confederacy ended the war with those army commanders it had at the beginning. Some of course died, most particularly Albert Sidney Johnston and Stonewall Jackson, but it remains difficult to avoid the suspicion that giving more responsibility to more junior men, to figures such as Nathan Bedford Forrest and Patrick Cleburne, or perhaps Edmund Kirby Smith or Richard Taylor, for example, would have served the Confederate cause well. Instead such men were left in corps command, or put in positions where their talents, no matter how remarkable, were of marginal use to a state fighting for its life. This kind of narrow-mindedness on Davis's part, and selfishness and insistence on seniority within the officer corps, was a luxury the South could not afford. They were far from beaten yet, however. There were shortages, there was conscription, much territory had been lost, but those who were left must fight all the harder. By now the Confederacy was losing whatever strategic initiatives it had possessed; it looked now like a matter of doggedly hanging on until the North tired of the effort. If the cost of winning could be raised prohibitively high for the Union, then it might give up. In 1864 there was to be a presidential election in the North; unless there were some startling success for Lincoln and his crew of Black Republicans, they might be turned out. The Confederacy could hope to win in the election booth what it had not been able to win immediately on the field of battle. So it was the same old story: Tighten your belt, and your grip, and hang on. And for the Union as well, it was a matter of not giving up. In his annual message to Congress at the end of 1863, President Lincoln remarked, "It is easy to see that, under the sharp discipline of civil war, the nation is beginning a new life." A few weeks earlier, in November, speaking at the dedication of a national military cemetery at Gettysburg, he had called for a renewed devotion to "a new birth of freedom,"' so that "government of the people, by the people, for the people, shall not perish from the earth." Those noble phrases, and the ideal they embodied, must be sustained at whatever cost. But it remained difficult to see what the cost might be, or how long the Union would have to pay it. An immediate problem was the Union command situation, and at last, after his many tries, Lincoln found the right answer in the right man. It was of course the man he could not spare, because "he fights." After the stunning victories around Chattanooga, General Grant had been busy over the turn of the year neatening up his department, securing the Union hold in east Tennessee, for example, and undertaking operations against Joe Johnston in northern Mississippi. In early March, promoted to the newly revived grade of lieutenant general, the first to hold it since George Washington, Grant was ordered east to the capital. Washingtonians, who were used to sounding trumpets, hardly knew what to make of Grant, a small, compact man in shabby clothes, who did not seem to have a great deal to say for himself. But it was far more important that he and Lincoln hit it off, and they seem to have gotten along well from the start. At their first formal meeting, Lincoln tendered his general the thanks of the country, and Grant replied that he had done his best, and would continue to do so. He was now placed in command of all the Union armies in the field, and he decided, after a mere week in Washington, that he would have to remain in the east. His original intention had been to return west and direct operations from there, but a week around the capital showed him that the political pulling and hauling here was so great that only the general-in-chief could resist it. The day after his visit with Lincoln, he went out to look at the Army of the Potomac and meet George Meade, whom he had known, in passing, during the Mexican War. This was a potentially touchy proposition, in part because Meade's army had recently been reorganized yet again, melting its several corps down into three, and there were assorted senior officers on the lookout for new postings. But Meade himself, in an expression of sentiment rare enough in this war to deserve recording, told Grant that he recognized Grant might want his own man in command of this nearest army, and that he, Meade, was quite willing to step aside for the good of the cause. Grant replied that he was happy to retain the Pennsylvanian in command, and that, though he would probably take the field with the army, he would still prefer to work through parallel headquarters. This ultimately worked better than it might have been expected to do, though by the closing stages of the war, under the pressure of making immediate decisions, Grant virtually usurped Meade's role. Basically the arrangement worked as well as it did because both men were conscious of their larger mission, and especially because Meade was such a gentleman. As Grant later wrote, "Men who wait to be selected, and not those who seek" offered the most effective service. After his quick visit, Grant returned to the west to bring about a command reorganization there, and to mature his plans for the campaign that would soon open. Sherman was now to command the Military Division of the Mississippi; he and Grant had already reached substantial understanding on how the war should be conducted from this stage on. There has been some discussion among historians as to who developed what plan when, but the two principals never argued about it; they enjoyed a very real synchronicity of minds, and had a clear picture of what they wanted to do. Thus when Grant returned to Washington at the end of the month, and discussed his situation with President Lincoln, he had already worked out his main line of advance. The president had himself produced a plan, for a waterborne end-run around Lee's army, and he propounded it with great detail and equal diffidence. He admitted that he really was not a soldier, and that he had no desire to be one, but the generals he had had in the past seemed incapable of action on their own, and so totally unconscious of the political pressures upon the government, that he had been forced essentially to be his own generalin- chief. Grant listened politely, assured the president that he would indeed act, and went away, keeping his own counsel. Ulysses S. Grant now commanded some 550,000 men in a whole welter of commands. It was impossible both to administer this number and to direct it operationally, so he retained Henry Halleck as his chief of staff, at last finding the position for which Old Brains was actually suited. Grant's war strategy called for two main offensives, and a number of supplementary operations. First of all, he recognized that the character of the war had changed; it was a fight to the finish, and it could be won only by destroying the Confederate will to fight. That in turn could be accomplished either by depriving the Confederacy of the resources with which to sustain the struggle, which was desirable, or by killing Confederates, which was lamentable but necessary. To this end he told Meade: Your object is Robert Lee's army; you go where he goes; fight him and destroy him. He told Sherman the same thing: Destroy Johnston's army. In practice this meant for Meade an advance straight ahead, or as near as might be, toward Richmond, and bringing Lee to battle. For Sherman it meant advancing from Chattanooga southeast toward Atlanta. Joe Johnston, now in Bragg's place, was in the way, and he too was to be brought to bay, fought, and destroyed. Supplementary operations were designed to assist these main thrusts, and these were extremely important, for on them, and their success or failure, rests much of Grant's reputation. Taken in their bare outlines, the two main thrusts of Grant's operation looked like little more than a recipe for butchery. There was, however, more to it than that. Grant intended that Sherman's advance should be supported by a land move against Mobile. In southern Louisiana, around New Orleans, General Nathaniel Banks commanded a substantial force. Unfortunately, Banks was already committed to another operation, and thereby hangs a tale. The American Civil War meant that the United States was in no position to enforce the famous Monroe Doctrine, which had stated that European intervention in the western hemisphere would meet American disapprobation and, if necessary, resistance. Therefore when Mexico went bankrupt, as it periodically did during the nineteenth century, and defaulted on payment of its bonds to European investors, Emperor Napoleon III of France decided to take over the country and establish there a colonial empire. To rule it he found an out-of-work archduke, Maximilian of Austria, and this unfortunate and his lovely and ambitious wife, Carlotta, were soon sitting uneasily in Mexico City, supported by a French army and unmindful of Voltaire's famous dictum that you can do anything with bayonets except sit on them. Because of all this, the Washington government intensely desired to assert a Federal presence in the state of Texas, and over the winter of 1863—64 developed the idea of an expedition up the Red River from New Orleans, penetrating into western Louisiana and ultimately, it was expected, into the Lone Star State itself. This entire area was already cut off from the Confederacy, of course, and was known in Confederate quarters as "Kirby Smithdom," after the able general who commanded it in splendid isolation. Both Grant and Sherman thought this was a useless diversion of effort, and even General Banks, to give him rus due, was against it. But it looked good in Washington; Halleck, musing over Jomini, thought it was a sound idea, and there were numerous politicians and speculators who were all too well aware that the Red River area was bursting with cotton, just begging to be confiscated and sold. So when Grant wanted Banks and his army available to move against Mobile, in support of Sherman's move on Atlanta, he was told that Banks was busy elsewhere, but never mind, the expedition should be successfully completed in time for a campaign to the eastwards. Unfortunately, that estimate left out of consideration the competence of Kirby Smith, and his able subordinate Richard Taylor, and the incompetence in field command of Nathaniel P. Banks. The other two subsidiary moves Grant intended were in support of Meade's operations. On the Army of the Potomac's strategic right flank, General Franz Sigel, commanding the Department of West Virginia, would advance south up the Shenandoah Valley, and thus cover that standard avenue from which emanated so many threats to Washington. And on the strategic left flank, there was General Benjamin Butler's Army of the James, two corps strong, located down at the mouth of the Chesapeake. Grant directed that this force, of 33,000 men, should advance up the James River and threaten Richmond from the east and rear while Meade advanced overland across the old Virginia battlefields. In this way Lee's army, and Richmond and all it contained, should be caught between two pincers, one or the other of which, if not both, should score a striking success. All five of these operations, two directed against Joe Johnston's army and the area supporting it, and three directed against Lee's army and the area supporting it, provided the Union at last with a coherent strategy that should achieve several things. There was concentration both in time and in place, with separate Federal armies operating in such a way as to deprive the Confederacy of the ability to defeat them in detail. And there was as well what might be called a logic of objectives, with the Union aiming both at the main Confederate armies, but also at the main areas from which those armies derived their sustenance. Not since early 1862, with the campaigns that ended with the Seven Days and Shiloh, had the Union produced an overall strategy that was so potentially rewarding, and if everyone did his part, the result would be the final destruction of the rebellion. The flaw is of course immediately apparent: the command personalities. Grant in the east with Meade under him, Sherman in Tennessee, were men who could deliver. But Commissary Banks, Spoons Butler, and Sigel? The retention of these three in field command defies military sense, for all three had proven inept at best, and downright incompetent at worst, when entrusted with actual operations. Whatever their administrative skills—and all three did indeed possess talents in that area—it was courting disaster to retain them in positions that called for so much responsibility, and contained in them not only the seeds of local failure, but the possibility as well of dislocating the entire overall concept. Unfortunately, all three had political capital to be employed on their own behalf. Butler had strongly identified with the Radical Republicans, and when he was removed from command in New Orleans in December of 1862, he was almost immediately reappointed to command of the Army of the James down at Fortress Monroe. He could be relieved only at Lincoln's peril. This did not become an issue, however, as Grant for some reason rather liked him, and was content to have him remain in the field. Banks was in the same boat, a former Speaker of the House of Representatives, and a former governor of Massachusetts. With those credentials, it hardly mattered if his military record was as lackluster as it was; indeed, he received the official Thanks of Congress for his reduction of Port Hudson after the fall of Vicksburg, an unnecessarily costly operation that he had handled with notable ineptness. Sigel was in a slightly different situation, but his importance derived from the fact of his influence among the German-born immigrants who had so strongly supported the Union cause; for many of them the rallying cry had been "I fights mit Sigel!" After many defeats, their fellow soldiers had often jokingly changed that to "I runs mit Sigel!" but the fact remained that he was important politically, and he happened to be in the wrong command at the wrong time. The potential for all this to go awry is best illustrated by the fate of the infamous Red River expedition, not even part of Grant's overall plan, but a previously decided operation that was supposed to be completed in time for Banks to move east against Mobile in conjunction with Sherman's drive toward Atlanta. On paper the campaign looked as if it ought not to cause too many problems. Kirby Smith was located at Shreveport, in the the northwest corner of Louisiana; he had about 30,000 men under his command, and his base had become an important supply depot for the western Confederacy, and the main link with Texas. Banks, Sherman, and General Frederick Steele, who commanded the Union Department of Arkansas, were all ordered to cooperate against him, and they agreed that Banks would command the main force, of some 17,000 men, who would move up the bayou system from New Orleans to Alexandria. There they would meet 10,000 more contributed by Sherman, and commanded by Brigadier General Andrew J. Smith; these would come up the Red River, convoyed by Admiral David Porter, of Vicksburg fame. Finally, Steele was to march 15,000 men south from Arkansas, to link up with the others as opportune. In the event, Steele got started so late the campaign was ended before he took any part in it, so that left Banks with 27,000, more or less concentrated, to deal with Kirby Smith's 30,000 more or less scattered. The real problem lay less with the Confederates than with Union timing, and especially with the rapid falling of the river levels, for as the Federal flotilla advanced upriver, the water got more and more shallow. Porter and Smith reached Alexandria on March 19, but Banks was a week late, and it took yet another week to get the ships past the rapids just upstream from the town. Meanwhile, Confederate General Richard Taylor, commanding Kirby Smith's field forces along the river, retreated upstream, creating as much delay as he could with his cavalry. The two armies bumped into each other on April 8 at Sabine Cross Roads, and Banks got badly beaten up, having about 2,500 of his men taken prisoner. He then took up a position at Pleasant Hill, and when the Confederates attacked the next day, they were repulsed in turn, suffering considerably. At the end of the day Kirby Smith arrived and ordered a retreat for the next morning. When day came, however, he found to his delight that Banks had beaten him to it, and was going back himself. Meanwhile Porter and a shipborne contingent had pushed on upriver, only to be stopped finally by obstructions in the river and Confederate field artillery, who found stalled riverboats a juicy target. The combined Federal forces thus fell back again, to Alexandria, Porter losing a couple of ships to harassing fire on the way. When they got there, they ran into real trouble. The river had fallen to a depth of three feet, and Porter's boats drew seven. He was faced with the possibility of having to abandon his ships, or burn them, and retreat overland with the army units. The navy was saved from such humiliation by the timely interven- tion of Colonel Joseph Bailey. A lumberman in civilian life, Bailey said they could dam the river, build up a head of water, and then blow the dam and float the boats through on the flood. It took about a week to do this, but it worked; the water built up behind the dam, the riverboats were brought down, the dam was successfully exploded, and the boats went triumphantly off downstream on the artificial crest of floodwater. Meanwhile, Taylor had been busily sniping away at boats, Banks's troops, and anything else that looked like it was wearing blue, and his cavalry and light artillery made a thorough nuisance of themselves along the flanks of the Federal retreat. Taylor thought he might try to bag the entire expedition, but Kirby Smith disagreed, and the two fell into an angry correspondence that permanently soured their relations and the western Confederate command structure. The same happened on the Union side; a number of officers resigned in disgust or were relieved, charges flew back and forth, Porter and Banks exchanged bitter notes, and the whole sorry affair collapsed in finger-pointing. Kirby Smith had burned sixty million dollars' worth of cotton rather than see it fall into Yankee hands, and Banks was relieved of command in May, his military career at last over. All the whole expedition really did was throw off stride Grant's coordination of his western offensives. Nonetheless, in spite of this dislocation of the overall plan on one of its margins, the Union still possessed a substantial superiority of men and materiel, and Grant was prepared to utilize it to the fullest possible extent. Among the more than half a million men the Union had under arms, literally thousands were either training, or in garrison, or on leave, or doing useful duty in secondary theaters of operations, for example along the Atlantic coast supporting the blockade. But that generalization is true of the Confederacy as well as the Union; in any organization, military or civilian, it is always amazing how few people actually do the work for which the organization is intended, and how many provide the support or backup services. There was another problem to be faced as well, one this time of organization rather than of strategy. At some point in 1864, enlistments were going to expire for many of the three-year volunteers of 1861, the men who had formed the backbone of all the Union armies since the real fighting began. It was in the face of this threat that the Union had resorted to conscription, and it was a threat not faced by the Confederacy, as it had had the wisdom or foresight to enlist and conscript men for the duration. But in the North, there was a very real possibility that so many men might leave the army as to make it almost impossible to pursue the war. In the spring of 1864, then, the government undertook vigorous measures to get soldiers to re-enlist. It offered bounties of four hundred dollars, plus whatever bounty the separate states might offer in addition. It conferred on these men the title "veteran volunteers" and gave them a little chevron to wear as a mark of distinction. It offered thirtyday furloughs. Most important, in view of unit cohesion, it decreed that in any regiment where three quarters of the men re-enlisted, it would keep the formation together, designating it a veteran regiment. In spite of all these inducements and a great deal of patriotic oratory, less than half the men, about 136,000, signed up again. A great many of them obviously thought they had done their bit, and it was time for others to make the same sacrifices. Oliver Wendell Holmes, for instance, left the army in July of 1864. He felt guilty about doing so for the rest of his life, though after three serious wounds he was probably not really fit for service anyway. One of the most interesting questions connected with the whole manpower issue was that of enlisting blacks. Here, on both sides of the line, was a quite contentious source of bodies. In the Confederacy, few could bring themselves to face the issue, and it hardly seemed feasible to ask black men to fight in support of a system that was based on keeping them in servitude. Yet Patrick Cleburne thought it might be done, and in the dying days of the war, the Confederate Congress tried to do it. More important, and less fraught with contradiction, was the widespread use of blacks as support personnel and laborers on fortifications. Ironically, slave-owners often protested vehemently against the drafting of their slaves for military labor; in this as in so many other things, they refused to face the facts of the day. The issue in the North was less complicated but no less contentious. In the early stages of the war, in spite of attempts by individual blacks, and by the few acknowledged black leaders, to get black men into uniform, there was general agreement that this was a white man's war. The North, after all, though less systemically racist than the South, was hardly less racist in its individual attitudes. Yet blacks were casually recruited into the navy, and a few free blacks managed to get into the army. Then as the Union armies found themselves a haven for more and more blacks fleeing from servitude, or liberated by Federal progress around the fringes of the Confederacy, the regulations, and after them the attitudes, began to shift. General David Hunter began recruiting blacks as early as the spring of 1862 in his Department of the South, and when enlistments lagged, he began conscripting them, both moves that President Lincoln officially disapproved. Actually, many were eager to serve, believing, as Frederick Douglass said in an often-quoted passage, "Once let the black man get upon his person the brass letters U.S. . . . and a musket on his shoulder . . . and there is no power on earth which can deny that he has earned the right to citizenship in the United States." Not only did blacks believe it, but many whites feared exactly that. Still, as in other wars before and since, any blood would do; gradually black enlistment gathered strength in the North, and finally there were 300,000 black soldiers in 166 regiments of United States Colored Troops. They were officered almost exclusively by whites, for some time they were paid at lower pay scales, and they were most often used as labor and support troops. Under the stress of combat conditions, however, these inequities slowly went by the board, and black units gradually won acceptance by fellow combat soldiers. Sharing the opportunity to die is, after all, one of society's great equalizers. In practice, this particular opportunity was long denied the blacks, and less than half of the regiments saw actual fighting, all of it of course in the later part of the war. The first black unit in combat was the 79th U.S. Colored Infantry, which fought at Island Mounds, Missouri, in October of 1862. One of the most famous black actions was the ill-fated assault by the 54th Massachusetts on Battery Wagner, outside Charleston, South Carolina, on July 18, 1863, in which the regiment lost 272 out of 650 men. The event came hard upon the New York draft riots, and led President Lincoln to ask publicly who deserved better of the republic, the black man who fought to preserve it or the white man who rioted to destroy it? Southerners less sophisticated or thoughtful than General Cleburne often responded with a visceral hatred to black soldiers, refusing to exchange those unfortunate enough to be taken prisoner, maltreating them and their white officers, who were regarded as traitors to the race. The most notorious example of this was the taking of Fort Pillow on the Mississippi River north of Memphis. It was invested and stormed by Nathan Bedford Forrest's troops on April 12, 1864, and in the general confusion that followed the collapse of the defense, a large number of the black contingent of the garrison was killed. Union charges that it was a blatant massacre were denied by Confederates, who insisted it was but an incident of war, and there has been argument about it ever since, though the weight of evidence does indeed suggest a massacre. All of these various issues, the federal election, the manpower problem, troop retention, the role of black soldiers, would of course become unimportant if the Union could win the war in the spring and summer of 1864. And if it could not, then they might become very important indeed. In the Confederacy as well as in the North men could count and read a calendar, and thinking persons knew that the war was approaching a crisis. The resolution of that crisis was going to depend very largely upon the armies facing each other in northern Georgia and northern Virginia. As the blossoms burst across the hills of Tennessee and Georgia, William Tecumseh Sherman gathered his forces for the great advance. He had three armies under his command, his old favorite and former command, the Army of the Tennessee, now commanded by James B. McPherson, 24,000 strong; the Army of the Ohio, 13,500 men, formerly Burnside's force around Knoxville, and now under John M. Schofield; and finally the boss of the shield, George H. Thomas's Army of the Cumberland, 61,000 strong. All told there were nearly 90,000 soldiers, as good as any men in the world and commanded by officers who would have made Napoleon's marshals think twice. Facing them was Joseph E. Johnston, who had replaced the unfortunate Bragg after the defeat at Chattanooga. Johnston's Army of Tennessee contained about 50,000 men, growing to 60,000 early in the campaign; it was divided into corps commanded by Hardee, Polk, and John Bell Hood, with Joe Wheeler as its cavalry commander. On paper Sherman vastly outnumbered Johnston, but the Union army had been hard hit by reorganization and the re-enlistment furloughs, and would take a while to work up to full stride. More important than the disparity in numbers was the fact that the Confederate Army of Tennessee was still not a happy army; morale remained down, the officer cadre was still unsettled, and there was a poor-relation feeling about the whole thing. About to fight for its life and the life of the Confederacy, it was going to have to do better than it had done in the past. Meanwhile, across the mountains, there was brewing one of the great passages of arms in all military history. For his greatest challenge, Robert E. Lee commanded 64,000 men in the still superb Army of Northern Virginia. Jeb Stuart was in charge of Lee's cavalry corps, and Longstreet, Richard Ewell, and Ambrose Powell Hill each led a corps of infantry. The Army of Northern Virginia might not be quite what it had been this time last year, but it still thought it could lick all the forces of Heaven and Hell combined, and on its record, it was certainly entitled to such an opinion of itself. It needed such confidence, for north of the Rapidan River lay the Federal forces in daunting numbers. Under his direct control, Grant had George Meade's Army of the Potomac, now disposed in three corps, II under Hancock, V under Warren, and VI under Sedgwick. Ambrose Burnside commanded a separate IX Corps under Grant himself, an awkward arrangement, soon set aside, necessitated by Burnside's seniority. Grant had brought Philip Sheridan east to command his cavalry, now reorganized into a separate corps and ready for some serious action. Altogether the Federal forces totaled 118,000 men, outnumbering the Confederates nearly two to one. At midnight on May 3, 1864, the Army of the Potomac quietly marched eastward toward the fords across the Rapidan, crossed to the southern bank, and began passing through the Wilderness.