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In the spring of 1864, Robert E. Lee faced a new adversary: Lieutenant General Ulysses S. Grant. Named commander of all Union armies in March, Grant quickly went on the offensive against Lee in Virginia. On May 4th, Grant's army struck hard across the Rapidan River into north central Virginia, with Lee's army contesting every mile. They fought for 40 days until, finally, the Union army crossed the James River and began the siege of Petersburg. The campaign cost 90,000 men - the largest loss the war had seen.

South of the Norman city of Caen, Verrieres Ridge was seen a key stepping-stone for the British Second Army if it was to break out of the Normandy bridgehead in late July 1944. Imposing in height and containing perfect terrain for armored operations, the Germans viewed it as the lynchpin to their defenses south of the city of Caen and east of the Orne river. Following the failure of British Operation Goodwood on 18-20 July and the containment of the Canadian Operation Atlantic, further Allied attacks to seize the ridge would have to defeat the strongest German armored formation in Normandy.