This study examines the development of Freedmen's Bureau schools in Central Virginia at the end of the Civil War. Under the watchful eye of Ralza Manly, Superintendent of the Virginia Freedmen's Bureau education division, establishing schools for freed slaves faced innumerable challenges ranging from inadequate financial resources to hostile southern whites who opposed northern intervention into local affairs. Nevertheless, northern benevolent societies and hundreds of altruistic, yet paternalistic, educational missionaries converged on Richmond and Petersburg determined that education was essential if blacks were to achieve true freedom and become self-reliant and independent. While the Bureau devoted much of its energy towards establishing schools for the freedpeople, Manly and northern educators worked to expand educational opportunities for whites. This, together with the black schools, laid the foundation for creating free, albeit segregated, public schools for both races in Richmond and Petersburg, the first such enterprises in post-Civil War Virginia.