When Major General William T. Sherman approached Knoxville with an overwhelming Union force, Longstreet ended the siege on December 4 and withdrew northeast.

In August and September 1863, Burnside's Army of the Ohio carried out a nearly bloodless invasion of East Tennessee, an area that included a substantial pro-Union population.

Burnside's occupying force was thrown on the defensive when Longstreet's corps and Major General Joseph Wheeler's cavalry launched a counter-invasion from the southwest in November.

When Longstreet hesitated to attack, the Union soldiers built fortifications to make Knoxville's strong natural defenses even more secure.

[5] On September 20, two divisions of IX Corps joined Burnside, and on October 3, Brigadier General Orlando B. Willcox with 3,000 six-month Indiana soldiers arrived at Cumberland Gap.

[11] On October 17, Bragg ordered an infantry division under Major General Carter L. Stevenson and two cavalry brigades under Colonels George Gibbs Dibrell and J. J. Morrison to menace the Union area of control.

Bragg believed Longstreet botched the Battle of Wauhatchie on October 28, in which the Confederates proved unable to cut the Federals' newly established Cracker Line.

Longstreet wanted to be reinforced to 20,000 men for the campaign, but Bragg denied the request, and also recalled both Stevenson's and Benjamin F. Cheatham's infantry divisions that opposed Burnside.

Marching on muddy roads caused by a recent heavy rain, the Federals reached Campbell's Station ahead of Longstreet's pursuit.

The Federal rearguard made three separate stands that morning before joining Burnside's main force astride the Kingston Pike in the early afternoon.

The troops were assisted in the construction by pro-Union volunteers, by drafted Confederate sympathizers who proved to be unenthusiastic, and by Black workers who were "particularly efficient" at the work.

[23] Sanders fell back to a hilltop position behind a small ravine west of Third Creek and 750 yd (686 m) east of a home belonging to Robert H. Armstrong,[24] known as Bleak House.

[26] On November 18, Longstreet planned to drive Sanders off his hill and probe Burnside's defenses, but a heavy fog delayed Confederate operations until 10:00 am.

Colonel Edward Porter Alexander unlimbered four Confederate guns near Bleak House and took Sanders' troops under fire, causing losses in the 45th Ohio.

"[28] At 3:00 pm, the final attack commenced when Captain George V. Moody's Louisiana battery, Madison Light Artillery, opened fire from the ridge to the north.

Colonel Marshall W. Chapin's brigade of Brigadier General Julius White's division held the defenses from First Creek to Mabry's Hill.

Colonel William A. Hoskins' provisional XXIII Corps brigade and pro-Union Tennessee volunteers defended the line from Mabry's Hill to the river east of the city.

In addition, 40 men from the 2nd Michigan manned a firing step in front of the northwest bastion; when pressed, they were intended to retreat from this position and enter the fort at the southeast corner.

Leaving behind five cavalry regiments to screen the sector from Jenkins' left flank to the river east of Knoxville, Wheeler began his march on the morning of November 23.

[47] The 24th Kentucky and 65th Illinois advanced across the valley and gained a foothold in the woods at the base of Cherokee Heights, but the 103rd Ohio was held up by a log cabin that the Confederates used as a strongpoint.

The 24th Kentucky advanced partly up Cherokee Heights but was recalled by Cameron and all three infantry units re-established their original picket lines and withdrew to Armstrong Hill.

Meanwhile, Leadbetter wanted to attack Mabry's Hill, but a reconnaissance on November 27 discovered that its Union defenses were far too strong to give any hope of success.

At the same time, Brigadier General George T. Anderson's brigade from Jenkins' division was ordered to attack the Union trenches east of Fort Sanders.

[57] Perhaps 30 minutes after the assault failed, Longstreet received official news that Grant badly defeated Bragg at the Battle of Missionary Ridge on November 25, 1863.

Since the railroad bridge at Charleston was wrecked and the Confederates destroyed all the rolling stock between there and Knoxville, Sherman's army was compelled to live off the country.

Elliott's force reached Kingston on December 11, bringing a wagon train with fresh clothing for Burnside's troops, who were still wearing their tattered summer uniforms.

[67] Granger's divisions stayed in Knoxville to reinforce Burnside's forces;[56] the IV Corps rejoined the Army of the Cumberland for the Atlanta campaign in spring 1864.

[69] On December 7, Burnside organized a pursuit using soldiers from the IX and XXIII Corps led by Major General John Parke; this effort reached Rutledge and Bean's Station before halting.

Major General John G. Foster replaced Burnside as commander of the Army of the Ohio on December 11, but he was injured by falling off his horse and relieved on February 9, 1864.

The Federals in East Tennessee were at the end of a long railroad supply line extending from Nashville south to Chattanooga and then northeast to Knoxville.