Grant opened his advance by crossing the Rapidan River on May 4, 1864. The next day, Union pickets discovered Confederates moving down the Orange Turnpike to threaten the Federal march through a heavily wooded area known as the Wilderness. Grant thought the force was a decoy and ordered the V Corps — now commanded by Warren — to punish the intruders. In fact, most of Lt. Gen. Richard Ewell's II Corps stood in the Federals' path.

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The 140th New York, freshly clad in new Zouave uniforms awarded them as recognition of superior service, headed across Saunders Field just to the right of the Orange Turnpike. Puffs of smoke from Southern muskets started to dot the woodline, and bodies in Zouave uniforms began to litter the ground. But the Rochester Racehorses had their blood up. Led by a hat-waving Colonel George Ryan (who had forgotten his sword), they sprinted across the field toward the fire-spitting tree line ahead. Crashing into the Confederates, the 140th drove the enemy back through the dense, woody tangle in a fierce hand-to-hand struggle.

As his troops moved deeper into the smoke-filled woods, Ryan — sensing gunfire to his flank and rear — sent out scouts who reported that the Confederates had overlapped his line. Even worse, the Rebels were moving in behind him. Aware that he was being cut off, Ryan immediately ordered a retreat. The Rochester Racehorses somehow disengaged and returned to the main Union line, losing 240 casualties in the brief but deadly excursion up and down Saunders Field.

Simultaneously with Ryan's advance, Vincent's old brigade, now commanded by Brig. Gen. Joseph Bartlett, moved forward to the left of the Orange Turnpike. After some initial success, Bartlett began taking heavy flank fire, and the Confederates overlapped his line as well. Casualties quickly mounted, including Colonel Orpheus Woodward, commanding the 83rd Pennsylvania, who took a bullet in the knee, which later required amputation. Sizing up the situation, Bartlett ordered an about-face, and the brigade fought its way back to Federal lines — all, that is, except Company F of the 20th Maine. At the end of the regimental front, screened by woods, they did not hear the command to retire.

Lieutenant Melcher learned of his predicament when he noticed Confederate soldiers crossing his rear. Figuring that the regiment had pulled back without him, Melcher realized he was surrounded. As soon as the Rebels knew he was there, his little band would be rounded up for a trip to Libby Prison. Desperate, Melcher told his 17 men that they were going to have to cut their way out. The men were to load rifles, fix bayonets and charge on signal. All were to pick a target and yell, Surrender! at the top of their lungs.

Screaming men suddenly charging out of thick, smoky woods startled the Confederates, whose ragged volley killed two of Melcher's men and wounded a few others. Federal return fire dropped many more Rebels, as the rest scattered or surrendered. Company F returned to its lines with 32 prisoners.

Grant suffered a tactical defeat in the Wilderness, losing 18,000 men against only 11,000 Confederate losses. But unlike the Union defeat at Chancellorsville the previous year, Grant won the strategic victory. The Army of the Potomac maintained control of the Brock Road, giving the Federals a short, eight-mile march to Spotsylvania Court House, the exit from the Wilderness. By contrast, Lee would have to march 13 miles over worse roads to reach that point.

Spotsylvania was also astride the direct route to Richmond. Federal possession of the key hamlet would force Lee to fight Grant out in the open or risk being cut off from Richmond. Realizing this, Grant ordered Warren's V Corps march there just after dark on May 7.

Unknown to Grant, Lee had also ordered his I Corps, now commanded by Maj. Gen. Richard Anderson in place of Longstreet, who was wounded on May 6, to undertake a similar nocturnal movement. Aided by Maj. Gen. J.E.B. Stuart's delaying cavalry action against Warren, Anderson reached Spotsylvania the next morning, just ahead of the Federals. Anderson took up a strong defensive position across the Brock Road at Laurel Hill. Convinced that he still faced only cavalry, and frustrated by the slow pace of the all-night march, Warren ordered his tired troops forward without the benefit of reconnaissance or artillery support. Never mind cannon! Never mind bullets! Press on and clear this road! shouted Warren.

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