The nightmarish Union disaster at Fredericksburg comes to two climaxes that spring: at Chancellorsville in May, where Lee wins his most brilliant victory but loses Stonewall Jackson; and at Vicksburg, where Grant's attempts to take the city by siege are stopped. During the episode we learn of fierce Northern opposition to Lincoln's Emancipation Proclamation, the miseries of regimental life and the increasing desperation of the Confederate homefront. As the episode ends, Lee decides to invade the North again to draw Grant's forces away from Vicksburg.

• Morgan Freeman
• George Plimpton
• Sam Waterston