In 191, there was some talk among the coalition of appointing Liu Yu, an imperial relative, as emperor, and gradually its members began to fall out. Most of the warlords in the coalition, with a few exceptions, sought the increase of personal military power in the time of instability instead of seriously wishing to restore the Han Dynasty's authority. The Han empire was divided between a number of regional warlords. Yuan Shao occupied the northern area of Ye and extended his power, by taking over his superior Han Fu with trickery and intimidation, north of theYellow River against Gongsun Zan, who held the northern frontier. Cao Cao, directly to Yuan Shao's south, was engaged in a struggle against Yuan Shu and Liu Biao, who occupied respectively the Huai River basin and middle Yangtze regions. Further south the young warlord Sun Ce, taking over after the untimely death of Sun Jian, was establishing his rule in the lower Yangtze, albeit as a subordinate of Yuan Shu. In the west, Liu Zhang held Yi Province while Hanzhongand the northwest were controlled by a motley collection of smaller warlords such as Ma Teng of Liang Province, the original post of Dong Zhuo.

Dong Zhuo, confident in his success, was slain by his follower Lü Bu and minister Wang Yun. Lü Bu, in turn, was attacked by Dong Zhuo's subordinates: Li Jue, Guo Si, Zhang Ji and Fan Chou. Wang Yun and his whole family were executed. Lü Bu fled to Zhang Yang, a northern warlord, and remained with him for a time before briefly joining Yuan Shao, but it was clear that Lü Bu was far too independent to serve another.

In August 195, Emperor Xian fled the tyranny of Li Jue at Chang'an and made a year long hazardous journey east in search of supporters. By 196, when he was received by Cao Cao, most of the smaller contenders for power had either been absorbed by larger ones or destroyed. This was an extremely important move for Cao Cao following the suggestion from his primary advisor, Xun Yu, commenting that by supporting the authentic emperor, Cao Cao would have the formal legal authority to control the other warlords and force them to comply in order to restore the Han Dynasty.

Cao Cao, whose zone of control was the precursor to the state of Cao Wei, had raised an army in the winter of 189. In several strategic movements and battles, he controlled Yan Province and defeated several factions of the Yellow Turban rebels. This earned him the aid of other local militaries controlled by Zhang Miao and Chen Gong, who joined his cause to create his first sizable army. He continued the effort and absorbed approximately 300,000 Yellow Turban rebels into his army as well as a number of clan-based military groups from the eastern side of Qing Province. In 196 he established an imperial court at Xuchang and developed military agricultural colonies (tuntian) to support his army. Although the system imposed a heavy tax on hired civilian farmers (40% to 60% of agricultural production), the farmers were more than pleased to be able to work with relative stability and professional military protection in a time of chaos. This was later said to be his second important policy for success.

In 194, Cao Cao went to war with Tao Qian of Xu Province, because Tao's subordinate Zhang Kai had murdered Cao Cao's father Cao Song. Tao Qian received the support of Liu Bei and Gongsun Zan, but even then it seemed as if Cao Cao's superior forces would overrun Xu Province entirely. However, Cao Cao received word that Lü Bu had seized Yan Province in his absence, and accordingly he retreated, putting a halt to hostilities with Tao Qian for the time being. Tao Qian died in the same year, leaving his province to Liu Bei. A year later, in 195, Cao Cao managed to drive Lü Bu out of Yan Province. Lü Bu fled to Xu Province and was received by Liu Bei, and an uneasy alliance began between the two.