The battle saw Winfield Scott's United States troops outflank Antonio López de Santa Anna's larger Mexican army, driving it from a strong defensive position.

After United States forces captured the port of Veracruz on March 29, 1847, General Winfield Scott advanced towards Mexico City on April 2 by crossing the Rio Antigua.

[2]: 261  General Antonio López de Santa Anna, commanding Mexican forces in the area, had prepared fortifications at Cerro Gordo, near Xalapa, with more than 8,700 soldiers in a fortified defile, dominated by El Telegrafo.

[2]: 264  These included several batteries under the command of brigadier generals Luis Pinzon, Jose Maria Jararo, and Romulo Diaz de la Vega.

[2]: 263 On April 12, Lieutenant Pierre G. T. Beauregard, of the United States Army Corps of Engineers, determined that possession of Atalaya Hill would enable the Mexican position to be turned.

The Personal Memoirs of Ulysses S. Grant observe that, in order to determine whether a flanking movement was possible, "reconnaissances were sent out to find, or to make, a road by which the rear of the enemy's works might be reached without a front attack."

[2]: 268 Santa Anna, caught off guard by the Fourth Regiment of the Illinois Volunteer Infantry, was compelled to ride off without his artificial leg, which was captured by U.S. forces.