After the failure of McClellan's Peninsula campaign General John Pope was called from the West to Washington to take charge of the Union forces, and arrived in June, 1862. A new army was made up from the respective divisions of McDowell, Banks and Fremont, which was to be known as the Army of Virginia. General Pope at first refused to take command of this army, for the reason that McDowell, Banks and Fremont were superior officers in rank to himself, but was prevailed upon to take the command, which he did, and in an address to his army he ended with the statement, "My headquarters will be in the saddle." When this was shown to General Lee, he grimly commented, "Perhaps his headquarters will be where his hindquarters ought to be."

Fremont refused to serve under Pope, whom he considered his junior, and resigned. His corps was assigned to General Sigel.

Pope's idea was to draw Lee's army away from following that of McClellan down the peninsula, and advanced from Washington with Gordonsville as his objective point. This place, being at the junction of a railroad, was a base of supplies for the Southern army. The sagacious Lee had divined his intentions and sent Stonewall Jackson and Ewell to occupy this town. Ewell arrived in advance of Jackson, and held the town. Jackson, coming up later, took full command of the army.

On July 27th, A.P. Hill also joined him with his corps, which brought their strength up to about 25,000 men.

The Union army now occupied that portion of the country around Culpeper Court House. Pope soon found that his brilliant success in the West was not like measuring swords with the Confederate generals in Virginia.

On August 6th Pope began his general advance on Gordonsville. Jackson, being informed of his advance, immediately set his army in motion for Culpeper Court House, hoping to crush the Army of Virginia before it reached the neighborhood of Gordonsville, so as to nowise interrupt their base of supplies. Jackson succeeded in crossing the Rapidan River and took a strong position two miles beyond on Cedar Mountain, which is a foothill of the Blue Ridge. From its summit could be seen vast stretches of quiet farm lands, which had borne their annual harvest since the days of the Cavaliers. Its slopes were covered with forests, which merged into waving grain fields and pasture lands, dotted here and there with rural homes. It was on these slopes that one of the most severe short battles of the war was fought. Jackson placed Ewell's batteries on the slope about 200 feet above the valley, and General Winder took a strong position on the left.

General Pope well knew that the whole North was eagerly watching his movements, and resolved to make an attack, as he must strike somewhere, and do it soon—and here was his chance. He sent Banks, with 8,000 men, to make the attack against the Southerners in their strong position on the mountain side.

Banks advanced against the enemy on the afternoon of August 9th. He advanced through open fields in full range of the Confederate cannon, which presently opened with roar of thunder. The men, heedless of all danger, pressed on up the slope, but were suddenly met by a brigade of Ewell's division, and a brief deadly encounter took place. The Confederate lines began to waver, and no doubt would have been routed but for the timely aid of two brigades which rallied to their support. Meanwhile the Union batteries had been wheeled into position and their roar answered that of the Confederates on the hill. For three hours the battle continued with utmost fury. The fields were strewn with the dead and dying, who fell to rise no more. At length, as the shades of evening were settling over the gory field, Banks began to withdraw his troops, but left 2,000 of his brave men—one-fourth of his whole army—dead or dying along the hillside. The Confederate losses were about 1,300. On account of the peculiar situation of the armies during the battle, their wounded could not be taken charge of, who suffered terribly from thirst and lack of attention as the sultry day gave way to a close, oppressive night. For two days the armies faced each other across the valley, then quietly withdrew.

Pope's first battle, as leader of the Army of Virginia, had resulted in neither victory nor defeat. This battle was a prelude to a far more disastrous battle to be fought a few days later at Bull Run.