In November 1864, Maj. Gen. John C. Breckinridge undertook an expedition into East Tennessee from Virginia to secure the countryside for food and forage and to drive the Federals from the area.

To protect the rail lines to Knoxville, the Federals fell back to Bulls Gap east-southeast of Whitesburg on the East Tennessee & Virginia Railroad.

The Union forces, short on everything from ammunition to rations, withdrew from Bulls Gap toward Russellville late in the evening.

The Union fell back to Strawberry Plains (outside of Knoxville) where Breckinridge again engaged his forces.

Union reinforcements soon arrived and foul weather began to play havoc with the roads and streams.