The Han Dynasty, founded in 206 BC, ruled the central plains and much of modern day China for nearly four hundred years. However, by late second century, court politics and poor governance has left it in rapid decline. The government was dominated by corrupt eunuchs and officials who levied heavy taxes on the peasants, resulting in public discontent. This culminated in the Yellow Turban Rebellion led by Zhang Jiao in 184 AD during the reign of Emperor Ling (168-189 AD).

Although the Yellow Turban Rebellion was eventually put down, many surviving followers went on to become bandits and continued to create problems for the government. The Han army was unable to control the bandits and Emperor Ling granted direct administrative power over provinces and command of regional military to local lords. Many feudal lords took the opportunity to sever ties with the Han government and ruled independently. The more ambitious lords annexed neighboring territories to expand their power bases. This led to the emergence of the three power blocs of Wei, Wu and Shu, and ushered in the Three Kingdoms period.