pulled back his forces after hearing about unrest in his territories in the east. During this time, Yang Fu warned Cao Cao, "Ma Chao has the courage of Ying Bu and Han Xin, and he has the support of the Qiang and Hu tribes. If you order the army to retreat now and don't make enough preparations here, we'll forfeit the commanderies in the area." Cao Cao applauded Yang Fu's proposal but could not adopt it because he had to deal with Su Bo's rebellion in Hejian Commandery and Sun Quan's attack on Ruxu. In 213, as soon as Cao Cao and his army left Liang Province, as Yang Fu foresaw, Ma Chao attacked the commanderies in Liang Province with support from Zhang Lu, a warlord in Hanzhong Commandery. Ma Chao soon besieged Ji County, the last stronghold in Liang Province which remained under Han control. Despite Yang Fu's valiant efforts to resist the enemy, Ji County still fell to Ma Chao, and Yang Fu was forced to submit to Ma Chao. Disgruntled by Ma Chao's cruelty and treachery (including his murder of Wei Kang, the Inspector of Liang Province), Yang Fu and other officials in Liang Province secretly hatched a plot to drive Ma Chao out of Liang Province. Yang Fu lied to Ma Chao that he wanted to see to the funeral arrangements for his recently deceased wife and gained permission to leave Ji County. He then used the opportunity to contact the other officials and prepare for their revolt against Ma Chao. In September 213, Yang Fu started a rebellion against Ma Chao in Lu County to lure Ma Chao to lead his troops out of Ji County to attack him. In the meantime, while Ma Chao was away, the other officials in Ji County responded to Yang Fu's call and killed Ma Chao's wife and child(ren), who were in Ji County. Ma Chao was unable to retake Lu County so he retreated back to Ji County, only to find his family dead and the city gates shut. He then led his remaining forces to attack Li County, where some of Yang Fu's relatives and the families of the officials who rebelled against him were, and killed them in revenge. During the battles against Ma Chao, Yang Fu sustained five wounds over his body and lost seven relatives. Ma Chao eventually gave up on Liang Province and