The Rise of Cao Cao and the Seeds of Rebellion

In the turbulent final years of the Eastern Han Dynasty (25–220 CE), warlords vied for power amid crumbling imperial authority. Among them, Cao Cao emerged as a formidable leader, known for his strategic brilliance and ruthless pragmatism. By 194 CE, he had secured control over Yan Province (modern-day Shandong and Henan), positioning himself as a key player in the struggle for dominance. Yet, his rapid ascent sowed the seeds of an unexpected betrayal—one orchestrated by his closest allies: Zhang Miao, Chen Gong, and the infamous warrior Lü Bu.

This revolt was not merely a military setback for Cao Cao; it was a deeply personal betrayal that forced him to confront the fragility of loyalty in an era of shifting allegiances. To understand why these three men turned against him, we must examine their relationships, ambitions, and the political tensions simmering beneath the surface.

The Fractured Friendship: Zhang Miao’s Resentment

Zhang Miao, the Governor of Chenliu, was once Cao Cao’s superior and trusted friend. During the coalition against the tyrannical Dong Zhuo, Zhang Miao had supported Cao Cao’s independent command—a rare privilege that reflected their mutual respect. Even when the powerful warlord Yuan Shao repeatedly demanded Cao Cao execute Zhang Miao for insubordination, Cao Cao refused, declaring, “I would kill anyone Yuan Shao orders—except you.”

Yet this very assurance unsettled Zhang Miao. He knew Cao Cao’s reputation for unpredictability. Was his friend’s smile a promise—or a veiled threat? Paranoia gnawed at Zhang Miao, exacerbated by his diminished status. Once Cao Cao’s superior, he now answered to him as Yan Province’s Inspector. The humiliation festered, and when the exiled warrior Lü Bu arrived, their shared disdain for Yuan Shao (and by extension, Cao Cao) forged an alliance.

Lü Bu, infamous for betraying his adoptive fathers (Ding Yuan and Dong Zhuo), warned Zhang Miao: “Cao Cao and Yuan Shao are inseparable. Yuan Shao despises you—beware Cao Cao.” The words struck deep, pushing Zhang Miao toward rebellion.

Chen Gong’s Ideological Revolt

For Cao Cao, Chen Gong’s betrayal was the cruelest blow. Just two years earlier, Chen Gong had been instrumental in securing Yan Province for him. A respected local scholar, Chen Gong wielded influence over Yan’s bureaucrats and held military command—a testament to Cao Cao’s trust.

But cracks appeared when Cao Cao executed Bian Rang, a scholar who criticized his rule. The act horrified Yan’s intellectual class, including Chen Gong, who saw it as tyranny. The final straw came during Cao Cao’s brutal campaign in Xu Province, where mass killings of civilians alienated even his staunchest supporters. Chen Gong, disillusioned, resolved to “correct his mistake” by overthrowing Cao Cao.

Aligning with Zhang Miao, Chen Gong leveraged his local network to rally Yan’s officials against Cao Cao. By mid-194 CE, much of the province had defected, leaving Cao Cao with only three counties upon his return from Xu.

The Revolt Unfolds: Strategy and Missteps

The conspirators’ plan was audacious. Chen Gong proposed ambushing Cao Cao in the mountainous southern passes of Yan Province, ensuring his annihilation. Zhang Miao agreed, but Lü Bu—ever the brazen warrior—dismissed stealth: “A true man fights openly! Let Cao Cao see his doom.”

Their disunity proved costly. While Zhang Miao held Chenliu and Lü Bu occupied Puyang, Chen Gong’s mobile forces secured surrounding territories. Yet without a decisive strike, Cao Cao regrouped. In a desperate counterattack, he targeted Puyang, clashing with Lü Bu in a battle that would define their rivalry.

The Cultural and Political Fallout

The rebellion exposed the fragile nature of warlord alliances. Personal grievances, ideological rifts, and regional loyalties often outweighed grander ambitions. For Yan’s elites, Cao Cao’s authoritarianism clashed with Confucian ideals of benevolent rule—a tension Chen Gong embodied.

The revolt also underscored Lü Bu’s paradoxical role: a peerless warrior whose impulsiveness undermined his potential. His presence galvanized dissent but lacked the strategic depth to consolidate power.

Legacy: A Turning Point for Cao Cao

Though Cao Cao reclaimed Yan Province after grueling campaigns, the betrayal haunted him. It hardened his pragmatism, shaping his later policies: tighter control over subordinates, selective patronage of scholars, and ruthless elimination of dissent. The events of 194 CE also foreshadowed the tripartite division of China, as Cao Cao, Liu Bei, and Sun Quan emerged from such conflicts to dominate the Three Kingdoms era.

For historians, the revolt remains a case study in the interplay of loyalty, ambition, and power—an ancient lesson in the costs of unchecked authority and the perils of misplaced trust.