When Hood and his Army of Tennessee abandoned Atlanta on September 2, they were diminished but not defeated. Hood was an aggressive commander, and he meant to continue the war.

Hood thought that if he marched northwest and attacked garrisons along the railroad line, Sherman would have to leave Atlanta to protect his supply line. Somewhere in those rugged hills, Hood might defeat him. Sherman did come out of Atlanta, but he left a substantial garrison behind. He also had enough men to spare to send General Thomas and a substantial part of the army to Nashville to help counter Forrest's cavalry.

All through September and into October Hood and Sherman sparred in the rough country northwest of Atlanta, but there was never an opening to make an all-out attack. Frustrated, Hood retreated into northern Alabama. Equally frustrated, Sherman settled back into Atlanta.

The generals devised opposite plans. Hood thought he could best serve the Confederacy by marching north into Tennessee, capturing Nashville, and showing that the Southern nation could still wield its sovereignty to the Kentucky border. Perhaps this would draw Sherman after him, restoring Atlanta and setting up Sherman for destruction. Sherman had another notion. He thought he could best cripple the South by marching through the heart of Georgia to the Atlantic Ocean and capturing Savannah. In mid-November, Hood set off north. Sherman, after sending General John Schofield and part of his army north to reinforce Thomas in Tennessee, set off southeast.

Hood nearly brought Schofield's army to grief in a planned ambush on November 29 at Spring Hill, Tennessee. Schofield's men escaped into the town of Franklin, south of Nashville. Furious that his men had missed an opportunity at Spring Hill, Hood ordered them into a massive charge at Schofield's Franklin defenses. The attack was a disaster for Hood's army, and five Confederate generals were slain in the assault.

Schofield's small army was not large enough to turn and attack Hood, so Schofield continued his march north to join Thomas in Nashville. Hood pursued in hopes of throwing the Federals out of the Tennessee capital, but he did not have the strength. In the first days of December, he settled in for a siege.