During the night of July 4–July 5, Gen. Robert E. Lee's battered Confederate army began its retreat from Gettysburg, moving southwest on the Fairfield Road toward Hagerstown and Williamsport, screened by Maj. Gen. J.E.B.

Lee's infantry reached the rain-swollen Potomac River but could not cross, the pontoon bridge having been destroyed by a cavalry raid.

On July 11, Lee entrenched in a line protecting the river crossings at Williamsport and waited for Maj. Gen. George G. Meade's Army of the Potomac to advance.

Before allowing Buford to gain a position on the flank and rear, Kilpatrick attacked the rearguard division of Maj. Gen. Henry Heth, taking more than 500 prisoners.

Fitzhugh Lee and John R. Chambliss, supported by Col. Milton J. Ferguson's brigade, held the Potomac River fords against the Union infantry.