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Hooker, buoyed by the great numerical superiority he enjoyed, planned to envelope Lee's much smaller army (Longstreet's corps was elsewhere, and Lee had less than 50,000 men against Hooker's 113,000). He had cavalry patrols searching for rebel movements, and halted his advance until news was forthcoming.

Lee split his army, leaving 10,000 men with General Early to watch General Sedgewick's corps at Fredericksburg. He sent Jackson's corps of 26,000 men on a 12 mile flanking march, while he confronted Hooker's army with less than 15,000 troops.

Around 3 in the afternoon, Jackson's corps burst out of the forest on Hooker's exposed right flank, and drove the federals into a panic rout, the Yankees fleeing and even dropping weapons on the way. Jackson was wounded later that night, and Cavalry commander Jeb Stuart took command.

The two armies grappled again the next day, but Hooker had lost the initiative, and retreated.

The outcome was one of Lee's most magnificent triumphs, being outnumbered as he was.

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