It's 1861 and Robert E. Lee (ROBERT DUVALL) has been offered to lead the Union Army against upstart secessionists in the South. Instead, he opts to protect his home state of Virginia from the Northern forces. At the same time, VMI professor Thomas "Stonewall" Jackson (STEPHEN LANG) readies his young cadets to defend their homeland as well, while Jane Beale (MIA DILLON) of Fredericksburg sees her oldest sons head off for likely war.
From the North, Colonel Joshua Lawrence Chamberlain (JEFF DANIELS) says good-bye to his wife, Fanny (MIRA SORVINO), and joins forces with his brother, Lieutenant Thomas Chamberlain (C. THOMAS HOWELL), as they head south for battle.
Saying good-bye to his wife, Anna (KALI ROCHA), and putting all of his faith in God, Jackson similarly heads off for the frontlines, where the likes of Irish immigrant Sgt. "Buster" Kilrain (KEVIN CONWAY) can't believe he's going to be fighting his own people on the other side. As the likes of black cook Jim Lewis (FRANKIE FAISON) and Jane's servant, Martha (DONZALEIGH ABERNATHY), look on, the various battles rage over the next two years as the Confederate forces attempt to repel the invading Union army.