The concept of winning wars when outnumbered is critical to United States doctrine in the 1980s and- 1990s. As the product of domestic and allied force structuring, our most dangerous enemy has developed a clear cut superiority in mass. That disadvantage does not however, relieve planners of the responsibility for developing plans that propose ways of defeating our larger enemy. This study examines the elements of operational dynamics in light of their use as tools in the development of such a plan. The vehicle for this examination is the Second Manassas Campaign of the American Civil War. During that campaign, Robert E. Lee's use of the elements of what we now term operational dynamics enabled him to transition from operational defense to offense, move smoothly from interior lines of operation to exterior lines, and defeat a numerically superior force. This analysis demonstrates the utility of operational dynamics in achieving such results.