Mahone’s men spent the 1863-64 winter along the Rapidan River in Virginia, not far from Orange Court House. Every regiment in the brigade reenlisted for the duration of the war during a brief ceremony on February 4, 1864.

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On February 7, the regiments marched to the Rapidan in anticipation of a Federal raid that never materialized. On the 29th, the Virginians piled onto railroad cars and headed to the Rivanna River Bridge in Albemarle County to forestall Federal cavalry raiders from threatening that structure. The Yankees withdrew before any shots were exchanged, and the graycoats rode the rails back to Orange Court House on March 2.

Beginning in mid-April, a continuous stream of rumors and reports of an imminent advance by the Army of the Potomac reached brigade headquarters. On April 18, and then on the 22nd, the brigade turned out to repel advances reported in the offing by Union deserters, but nothing happened on either occasion.

Things changed quickly, however, on May 4 when the Army of the Potomac crossed the Rapidan River, beginning a movement designed to turn the Southern army’s right flank. Union commander Lt. Gen. Ulysses S. Grant hoped that no general engagement would be brought on until the Union host passed through the Wilderness, a 70-square-mile area thick with stunted trees, carpeted by tangled undergrowth and traversed only on constricted roadways.

Once open country was reached, the Union force of 118,000 men, almost twice as strong as its opponent, would then proceed to crush the Army of Northern Virginia. The attempt failed, however, when the Rebel army raced east from its encampments to intercept the blue columns while they trudged through the dark and gloomy Wilderness.

May 5 was consumed by fighting over bramble-covered clearings and barely visible gullies. Nightfall brought a halt to most of the carnage, as the two antagonists faced one another on a north-south line running from just below the Rapidan River, across the Orange Turnpike, to the south of the Orange Plank Road.

Grant believed that the Confederates had been badly battered by the intense fighting, and wanted to exploit a gap that existed between Lee’s Second Corps, commanded by Lt. Gen. Richard S. Ewell, which fronted the Union right, and the Third Corps under Hill, facing the Union left. Grant ordered the struggle to resume on Friday, May 6.

The previous day, Hill’s troops had barely survived being overrun by the Federal attacks. By the 6th, Hill’s position on the Orange Plank Road was disordered and without close friendly support. Shortly after 5 a.m., a converging attack from the east by Maj. Gen. Winfield Scott Hancock’s Union II Corps augmented by a VI and a V corps division smashed into Hill’s unprepared and outnumbered defenders. Hancock’s push was soon driving hundreds of Third Corps Confederates in disorder down the Orange Plank Road.

Mahone’s men were not part of the melee. Anderson’s Division had been held back at Madison Run on May 3 to watch the army’s baggage train. On the 5th, as fighting raged in the Wilderness, the division was ordered to march toward Willis Ford on the Rapidan River. After crossing in the early evening, around 7 p.m., they started tramping eastward on the Orange Plank Road. At about 5:30 a.m. on May 6, Anderson and his command were some three miles from the battlefield waiting for the wagon trains of Hill’s corps to be pushed off the road and for two divisions of Longstreet’s corps to move out.

Anderson’s men arrived just behind the Southern battle line at the Widow Tapp’s farm around 6:30. Mahone’s Brigade remained in reserve while their sister brigades of Anderson’s Division were committed to the Rebel defensive line. Lee’s headquarters was at the Widow Tapp’s, and from there the army commander and Longstreet sought a way to turn back the enemy onslaught. Soon they had their answer. Lee’s chief of engineers, Brig. Gen. Martin L. Smith, accompanied by Longstreet’s aide Lt. Col. Moxley Sorrel, had discovered an unfinished railway cut that ran east and west and parallel to and south of the Orange Plank Road. It appeared to be a perfect route by which to hit the Federal II Corps’ exposed left flank.

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