Having endured the devastating winter of 194 AD, during which famine, betrayal, and isolation brought him to the brink of collapse, Cao Cao launched a decisive counteroffensive in the spring of 195 AD to reclaim Yanzhou from Lü Bu.
The Spring Counteroffensive
He dispatched Yu Jin eastward to attack Xuchang, defended by Gao Ya, while Cao Ren was sent to assault Juyang, held by Liu He.
Both generals achieved rapid success. Xuchang and Juyang fell swiftly, marking the first major territorial gains for Cao Cao since his return from Xuzhou
With Shouzhang and Xuchang now under his control, Cao Cao had established a secure foothold in Dongping Kingdom—a region small in size but strategically vital. He quickly ordered further campaigns to subdue the remaining towns, bringing the entire Dongping Kingdom under his command.
Advancing into Jiyin
Reunited with Yu Jin, Cao Cao consolidated his forces and pushed south into Jiyin Commandery. One by one, towns such as Linqiu and Lihu fell to his advancing army.
His ultimate target was Dingtao, the administrative capital of Jiyin—a key stronghold in central Yanzhou.
At Dingtao, Cao Cao encountered fierce resistance. Unable to breach the city’s defenses immediately, he shifted his strategy, turning northeast to target Ju Ye, a critical garrison town.
The Battle of Ju Ye: Crushing Lü Bu’s Relief Force
Upon learning of Cao Cao’s advance into Shanyang Commandery, Lü Bu hastily marched his army to relieve Ju Ye.
But before Lü Bu arrived, the garrison at Ju Ye was already defeated by Cao Cao’s forces. Worse still, when Lü Bu’s relief army arrived, it too was routed by Cao Cao’s battle-hardened troops.
With Ju Ye lost and his army shattered, Lü Bu was forced to abandon Changyi, the capital of Shanyang Commandery, and retreat further east to Dongmin.
The rise of Liu Bei in Xuzhou
At this critical juncture, news reached Cao Cao: Tao Qian had died, and Liu Bei had been proclaimed the new Governor of Xuzhou.
Seeing Liu Bei as weaker and more vulnerable than Lü Bu, Cao Cao considered abandoning his campaign and marching east to seize Xuzhou first, intending to deal with Lü Bu later.
But Xun Yu, ever the strategist, strongly advised against it. In a famous remonstration, he argued:
“Lü Bu is like a beast—brave but reckless. He has already been defeated twice; now is the time to finish him. If we turn east now, Lü Bu will recover, and the people of Yanzhou will lose faith in us. Liu Bei is new to power and unconsolidated. He is not the immediate threat.”
Persuaded by Xun Yu’s logic, Cao Cao abandoned his plan to attack Xuzhou and instead focused on eliminating Lü Bu once and for all.
The Second Battle of Ju Ye
Soon after, Lü Bu and Chen Gong rallied over 10,000 troops and marched from Dongmin to confront Cao Cao at Ju Ye.
At the time, Cao Cao’s army was critically weakened by famine. To gather grain, most of his soldiers had been sent out to harvest wheat, leaving fewer than 1,000 men to guard the main camp.
The camp was situated near a large embankment to the west and a dense forest to the south. When Lü Bu arrived, he suspected an ambush and, instead of attacking, camped ten li away.
That night, Cao Cao recalled his troops and set up an ambush behind the western embankment.
The next day, when Lü Bu advanced again, Cao Cao’s hidden forces suddenly emerged, catching Lü Bu completely off guard. The surprise attack shattered Lü Bu’s army, forcing him into a hasty retreat.
The fall of Dingtao
Seizing the momentum, Cao Cao swiftly marched on Dingtao. The Jiyin Administrator, Wu Zi, was caught unprepared. The city fell quickly, marking a major strategic victory.
With Dingtao secured, Cao Cao’s morale soared. He now held the heart of southern Yanzhou, and the tide had clearly turned.
He dispatched his most trusted generals—Xiahou Yuan, Xiahou Dun, Cao Ren, Cao Hong, Yu Jin, and Yue Jin (or Le Jin）—to fan out across the province, subduing remaining rebel strongholds.
The flight of Lü Bu and Chen Gong
Seeing that all was lost, Lü Bu and Chen Gong fled eastward, seeking refuge in Xuzhou under Liu Bei—the very man Cao Cao had once considered attacking.
Meanwhile, Zhang Miao, the former Governor of Chenliu, realizing Lü Bu’s defeat was imminent, also fled toward Xuzhou, leaving his brother Zhang Chao and family to defend Yongqiu County in Chenliu.
In August of 195 AD, Cao Cao laid siege to Yongqiu, determined to eradicate the last remnants of the rebellion.
The tragedy of Zhang Chao
Before the siege, Zhang Chao declared:
“The only one I can rely on is Zang Hong. He will surely come to my aid.”
His subordinates doubted it, knowing that Zang Hong served Yuan Shao, who was allied with Cao Cao. They believed Zang Hong would not risk his career and life for a lost cause.
But when Zang Hong heard of Zhang Chao’s plight, he ran barefoot, weeping, and mobilized his troops. He pleaded with Yuan Shao to send reinforcements, but Yuan Shao refused, fearing it would damage his relationship with Cao Cao.
Zang Hong, heartbroken and enraged, knew he could do nothing. From that moment, his loyalty to Yuan Shao began to waver—a rift that would later lead to his own rebellion.
In December 195 AD, Yongqiu fell. Zhang Chao and Zhang Miao’s entire family were executed. Cao Cao, in a final act of retribution, ordered the city to be massacred, just like his earlier actions in Xuzhou.
Upon hearing of his family’s massacre, Zhang Miao was overcome with grief. He turned to Yuan Shu, pleading for an army to avenge his family and defeat Cao Cao. But on the journey, he was killed by his own subordinates.
The restoration of Yanzhou
With the fall of Yongqiu and the flight of Lü Bu, Cao Cao had reclaimed nearly all of Yan Province. The rebellion that had nearly destroyed him was finally crushed.
The three loyal cities—Juan, Fan, and Dong’e—had held firm. The famine had passed. The traitors were dead or exiled.
This victory marked a turning point in Cao Cao’s career. No longer a warlord on the brink, he was now the undisputed master of Yan Province, setting the stage for his march to imperial power.
Historical vs. Literary Accounts
- Historical Records (Sanguozhi, Zizhi Tongjian): Emphasize Cao Cao’s strategic patience, Xun Yu’s counsel, and the brutal realities of war, including the fall of Yongqiu and Zang Hong’s failed rescue.
- Romance of the Three Kingdoms: Dramatizes the ambush at Dongmin, downplays the harvesting of wheat, and romanticizes Zang Hong’s loyalty, foreshadowing his later rebellion against Yuan Shao.
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