To distract attention from a planned cavalry-infantry raid up the Virginia Peninsula on Richmond, the Union Army of the Potomac forced several crossings of the Rapidan River on February 6, 1864.

Major General John Sedgwick, temporarily commanding the Army of the Potomac, protested that Lee had detached fewer men than Butler thought and that the local roads and weather were too poor for a winter attack.

However, both Secretary of War Edwin M. Stanton and general-in-chief Henry W. Halleck overruled his objections and ordered him to make the attack on February 6.

[3] The demonstration would take place near Morton's Ford, near a bend in the Rapidan River which formed a mile wide patch of land.

Major General Edward Johnson's division of Richard Ewell's Second Corps had dug a series of entrenchments across the base of the bend.