The Battle of Kelly's Ford, also known as the Battle of Kellysville or Kelleysville, took place on March 17, 1863, in Culpeper County, Virginia, as part of the cavalry operations along the Rappahannock River during the American Civil War. It set the stage for Brandy Station and other cavalry actions of the Gettysburg Campaign that summer. Twenty-one hundred troopers of Brig. Gen. William W. Averell's Union cavalry division crossed the Rappahannock to attack the Confederate cavalry that had been harassing them that winter. Brig. Gen. Fitzhugh Lee counterattacked with a brigade of about 800 men. After achieving a localized success, Union forces withdrew under pressure in late afternoon, without destroying Lee's cavalry. Background When Maj. Gen. Ambrose Burnside was relieved of command of the Union's Army of the Potomac (following the disastrous Battle of Fredericksburg in December 1862 and the fiasco of his Mud March in January 1863), his replacement, Maj. Gen. Joseph Hooker, immediately began reorganizing and training his army, in winter quarters outside of Fredericksburg. One of his most significant actions was to combine smaller cavalry units, spread out across the army, into a single Cavalry Corps, led by Maj. Gen. George Stoneman. Up until this time, the Union cavalry had been consistently outperformed by their Confederate counterparts, commanded by Maj. Gen. J.E.B. Stuart. Although they possessed superior equipment and had the advantage of a plentiful supply of men and federal horses, the Union cavalrymen had lacked the confidence, experience, and leadership to challenge Stuart. On February 25, 1863, Confederate cavalry under Brig. Gen. Fitzhugh Lee, one of Stuart's key subordinates and a nephew of Gen. Robert E. Lee, led a force of 400 troopers in a raid near Hartwood Church in Stafford County, 9 miles northwest of Fredericksburg. The federal cavalry was ineffective in pursuing Lee and managed to lose 150 prisoners from the division of Brig. Gen. William W. Averell, one of Fitz Lee's closest friends at West Point. Hooker was furious and threatened to relieve Stoneman of his command if he did not stop Confederate raids of this type. At the same time, Fitzhugh Lee was sending his old friend and classmate taunting messages across the river. One of the more challenging messages said "I wish you would put up your sword, leave my state, and go home. You ride a good horse, I ride a better. If you won't go home, return my visit,