After Confederate Gen. Robert E. Lee's victory at Chancellorsville in May 1863, he led the Army of Northern Virginia west to the Shenandoah Valley, then north through central Maryland and into Pennsylvania, while Union Gen. George G. Meade, who replaced Gen. Joseph Hooker on June 28, led the Army of the Potomac in pursuit before the armies collided at Gettysburg on July 1 and the defeated Confederates retreated into Virginia on July 14. In June 1863, part of the Battle of Middleburg took place here as Confederate Gen. J.E.B. Stuart's cavalry division screened Lee's infantry march to the Shenandoah Valley from Federal observation. On the night of June 16, Hooker, at headquarters near Fredericksburg, considered how to determine Lee's destination; although Gen. Alfred Pleasonton urged a strong probe toward the Shenandoah Valley, Hooker ordered only a limited reconnaissance by the 1st Rhode Island Cavalry. On June 17, Col. Alfred N.A. Duffié led the regiment through Thoroughfare Gap toward Middleburg, where Stuart had established his headquarters, and their sudden arrival forced Stuart to retreat. That evening, Stuart ordered Gen. Beverly H. Robertson to retake the town with the 4th and 5th North Carolina Cavalry regiments, and after a fierce fight along The Plains Road just south of Middleburg, the Rhode Islanders withdrew quickly to Burnt Mill Run. On the morning of June 18, Confederate cavalry overwhelmed the regiment there and captured more than 200 men, although Duffié escaped with part of his command.