In the summer of 194 AD, Cao Cao assembled a massive army to launch his second invasion of Xu Province, this time under the banner of filial vengeance. His father, Cao Song, had been murdered by soldiers of Tao Qian.
Fueled by rage and a desire for retribution, Cao Cao mobilized nearly his entire military force. Key generals including Cao Ren, Cao Hong, Yue Jin, and Yu Jin marched with him. Only a skeleton force was left behind in Yan Province (Yanzhou): Xiahou Dun and Chen Gong were stationed in Dong Commandery, Zhang Miao held Chenliu, and the two most capable strategists—Xun Yu and Cheng Yu—were entrusted with defending Juancheng, the strategic linchpin of Cao Cao’s heartland.
At the time, northern Yan Province bordered Yuan Shao’s territory, who was locked in a bitter war with Gongsun Zan. To the south, Cao Cao controlled northern Yuzhou, serving as a buffer zone against Yuan Shu. With his main target being eastern Xu Province, Cao Cao focused his rear defense on the western flank, as we mentioned above, he had Xiahou Dun, Chen Gong and Zhang Miao stationed in the west.
Tao Qian’s prepared defense: Liu Bei and the fortification of Xuzhou
Having barely survived Cao Cao’s first invasion in 193 AD, Tao Qian had learned from his mistakes. When Liu Bei arrived to help him fight against Cao Cao, Tao Qian immediately granted him 4,000 elite Danyang troops—renowned for their combat prowess—and stationed him in Xiaopei, a key fortress town on the western frontier of Xu Province (Xuzhou).
Tao Qian also strengthened the western defenses, particularly around Pengcheng and Guangqi, where Cao Cao had first breached Xu Province. His strategy was clear: hold the western line and prevent another devastating incursion.
But Cao Cao, ever the tactician, had changed his approach.
Cao Cao’s new route of invasion
Rather than attacking from the west, Cao Cao launched his offensive from the north, targeting Xu Province’s border regions that had previously raided his territory. His army swept through Fei County and Hua County, eliminating pro-Xu forces, before advancing into the Langye Kingdom—a wealthy and strategically vital region.
Cao Cao then pressed south, capturing Kaiyang and Jiqiu, pushing deep into the core of Xu Province. As during his first campaign, his forces engaged in widespread slaughter and destruction. Historical sources such as Pei Songzhi’s annotations to the Sanguozhi record that entire cities were razed, civilians massacred, and countryside laid waste—a campaign of terror designed to break Tao Qian’s will.
Tao Qian dispatched numerous generals to resist, but all were routed by Cao Cao’s superior forces.
A failed defense at Tan County
As Cao Cao’s army entered Donghai Commandery, Tao Qian urgently summoned Liu Bei from Xiaopei. Liu Bei, accompanied by Guan Yu and Zhang Fei, joined forces with Cao Bao, another of Tao Qian’s generals, and took up defensive positions east of Tan County, the provincial capital.
Despite their valor, the allied forces were defeated by Cao Cao’s battle-hardened army. The Romance of the Three Kingdoms dramatizes this clash, portraying Liu Bei’s heroic but futile resistance, while historical records confirm the decisive nature of Cao Cao’s victory.
By this point, Cao Cao’s forces were more disciplined and ferocious than ever, advancing through Xu Province “as if entering an empty land”. Tao Qian’s army was in disarray, and the fall of Tan County seemed imminent.
The betrayal in the rear: Chen Gong and Zhang Miao’s revolt
Just as victory appeared within reach, disaster struck in Cao Cao’s rear.
Chen Gong, who had once helped Cao Cao take control of Yanzhou, was horrified by Cao Cao’s brutality in Xuzhou and his execution of the esteemed scholar Bian Rang—a symbolic act that alienated the local gentry. Along with Xu Si, Wang Kai, and Zhang Chao, Chen Gong conspired to rebel against Cao Cao.
Their plan? To invite Lü Bu, the fugitive warlord then wandering western Yanzhou, to become the new Governor of Yanzhou.
But the success of this plot depended on Zhang Miao, the powerful and respected Governor of Chenliu. Zhang Miao had been a close friend of Cao Cao, but tensions simmered beneath the surface:
- Cao Cao had executed Bian Rang, a prominent figure among the Yan Province literati, causing widespread resentment.
- Yuan Shao, Cao Cao’s nominal ally, despised Zhang Miao and had repeatedly demanded Cao Cao kill him.
- Though Cao Cao refused, Zhang Miao lived in constant fear of betrayal.
Chen Gong appealed to Zhang Miao’s ambition and fear:
“Today, the world is in chaos. Only those with true talent can rise. Cao Cao is not your master—he is a fellow warlord. With Lü Bu’s martial prowess and your support, we can seize Yan Province and shape our own destiny.”
Convinced, Zhang Miao joined the rebellion against Cao Cao.
The collapse of Yanzhou: A rebellion that nearly destroyed Cao Cao
Chen Gong and Zhang Miao were natives of Yan Province, enjoying deep local support. Combined with outrage over Bian Rang’s death and Cao Cao’s atrocities in Xu Province, their call to arms ignited a firestorm of rebellion.
Dozens of commanderies and nearly a hundred counties across Yanzhou and northern Yuzhou rose in revolt. Lü Bu swiftly entered the region, proclaimed Governor, and began consolidating control.
Only three cities remained loyal to Cao Cao:
- Juan City, defended by Xun Yu and Cheng Yu,
- Fan County, held by Jin Yun,
- Dong’e County, guarded by Zao Zhi.
These three strongholds became the last anchors of Cao Cao’s power. Had all of Yan Province fallen, Lü Bu could have marched directly east to crush Cao Cao’s army in Xu Province. If Yuan Shu had then attacked from the south, Cao Cao would have faced total annihilation.
Cao Cao abandons Xuzhou
Faced with the collapse of his base, Cao Cao had no choice. He abandoned his conquests in Langye and Donghai, leaving behind the ravaged lands of Xu Province, and hurried back to Yan Province with his army.
The campaign, though marked by military dominance, ended in strategic failure. Cao Cao failed to conquer Xu Province, and his brutality had sown the seeds of his own near-destruction.
The rebellion led by Chen Gong and Zhang Miao, fueled by moral outrage and political fear, brought Cao Cao to the brink of ruin—saved only by the loyalty of a few and the fortified resilience of three cities.
Historical vs. Literary Accounts
- Historical Records (Sanguozhi, Zizhi Tongjian): Emphasize the political and moral dimensions of the revolt—Bian Rang’s execution, local resentment, and the strategic importance of Juan, Fan, and Dong’e.
- Romance of the Three Kingdoms: Focuses on drama and loyalty, portraying Chen Gong’s betrayal as tragic and Zhang Miao’s role as less prominent. The novel condenses events and heightens the heroism of Xun Yu and Cheng Yu.
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