The Second Battle of Auburn was fought on October 14, 1863, in Fauquier County, Virginia, between Union and Confederate forces in the American Civil War.

Stuart's cavalry command, trapped between two Union columns and clashed with the rearguard of the Federal II Corps under Brig.

As Lee began his advance, Maj. Gen. George G. Meade shifted his line from the north bank of the Rapidan River towards Centreville to avoid being flanked.

Stuart was dispatched from Warrenton towards Catlett's Station on the Orange and Alexandria Railroad to determine the location of the Union left flank.

Upon discovering the Union wagon train falling back up the railroad, Stuart determined to raid it, leaving a small detachment in his rear at Auburn.

Poor scouting failed to locate the presence of a Federal column of the II and III Corps advancing on Auburn from the south.

The Federal column, whose cavalry had been dispatched towards Warrenton to protect the Union left flank, stumbled into Stuart's rearguard and a small fight ensued, known as the First Battle of Auburn.

At the crossing of Cedar Run just south of Auburn the ground was muddied by the passing of the Federal III Corps during the night.

Gen John C. Caldwell's brigade to secure the high ground north of the creek and guard the rear of the column and the wagon train as it marched to Catlett's Station.