Civil War

in the Shenandoah Valley

1863-1865

Revised March 30, 2001

 

Table of Contents

The Battle of New Market	The Battle of Tom's Brook
The Battle of the Piedmont	The Battle of Cedar Creek
The Battle of Second Winchester	Civil War Touches All In The Shenandoah Valley
Second Kernstown	Resources for Civil War in the Shenandoah Valley
The Battle of Opequon or Third Winchester	Site Dedication
The Battle of Fisher's Hill	E-Mail

The Battle of

New Market

May 15, 1864

Jacob and Sarah Bushong established their home here in 1818. The current home was built in 1825. Three generations of their family found shelter in the basement as the battle raged around them. After the battle, the house would serve as a field hospital for a week, leaving permanent blood stains in the parlor. The orchard just behind the house is where the fiercest fighting occurred.

In the spring of 1864, Lt. General Ulysses S. Grant ordered Maj. General Franz Sigel to march south on the Valley Pike and advance to Staunton. Upon reaching Staunton, Sigel was to destroy the railroads and then proceed to Lynchburg to lay to waste the rail complex located there and force his way to the rear of General Lee's army. If General Sigel succeeded, then Lee's main supply line would be severed; and Lee would have been forced to fight on two fronts simultaneously. If the South was to have any hope left, then Sigel must be stopped. Thus the stage was set for the Battle of New Market.

General J. D.Imboden commanded the only Confederate force in the Valley in 1864. His command consisted of cavalry, mounted infantry, and a battery of six guns. This small force numbered about 1,500 men. On May 2nd General Imboden learned of Sigel's advance into the Valley. Imboden at once sent a request to the Virginia Military Institute to have the corps of cadets in readiness to reinforce his small army. General John C. Breckinridge, commander of the military district that the Valley was located in, moved at once from southwest Virginia and assumed command of the Confederate forces. General Breckinridge ordered the cadets to march to Staunton and join his small force.

The cadets marched 36 miles through rain and mud and reached Staunton on May the 12th. From Staunton, on May 13th, the combined forces of Breckinridge and the cadets marched down the Valley Pike to a point south of Harrisonburg. May the 14th found Breckinridge's force camped about 7 miles from New Market. Skirmishing and an artillery action could be heard in the distance. Imboden had engaged Sigel's advance column. Imboden was forced to withdraw to New Market. The thin Confederate battle line stretched from Shirley's Hill to Smith's Creek.

At about 1:00 a.m. on the 15th of May the cadets were awakened, held prayer, and marched once again with the rest of Breckinridge's forces. By 6:00 a.m. General Breckinridge had reached the Shenandoah County line, where he paused to reconnoiter the situation until about 8:00 a.m. At this time he ordered his cavalry and artillery forward to engage the Union force under Moor at New Market. The Confederate artillery took up positions on Shirley's Hill and began to fire on Moor's position along the Old River Road. Moor's artillery was located on Manor Hill and in St. Matthews' cemetery. The majority of Sigel's force was stretched out along the Valley Pike from Edinburg to New Market. Around 8:30 a.m. General Julius Stahel arrived on the scene and ordered Moor to withdraw some of his troops to Bushong's Hill. As both generals waited for troops and officers to reach the field, the artillery from both armies exchanged fire.

At about 11:00 a.m. General Sigel finally reached the field. He set up his headquarters at the Rice house and quickly reviewed Moor's deployment. Sigel ordered the remainder of Moor's troops be withdrawn to Bushong's Hill. At Sigel's orders, 14 guns were placed on Bushong's Hill, and his cavalry was ordered to protect his left flank near the Valley Pike and Smith's Creek. General Breckinridge deployed his troops on both sides of the Valley Pike and advanced his infantry in force. Imboden crossed Smith's Creek and attempted a flanking movement by moving north along the east bank. Around 12:30 p.m., Sigel was forced to withdraw completely from the Town of New Market. The companies of the 18CT and 123 OH were left to slow the Confederate advance. These companies soon joined Sigel at the Bushong Hill line.

Near the hour of 2:00 p.m., General Breckinridge ordered the Confederate forces, 26VA, 30VA, 51VA, and the 62VA, to attack the Union's position on Bushong's Hill. The 62VA suffered extremely high casualties with over 50% of the troops from this unit were either killed or wounded. As the Confederate attack stalled under heavy fire, General Breckinridge was forced to use the cadets to fill the hole in the line near the Bushong House.

The cadets marched bravely forward into the battle. As they marched up the grade toward the Bushong House, they were exposed to artillery fire. Sigel had 18 guns on his right and 4 on his left. If the battle was to be won, these guns must be taken. The cadets continued forward; and as they reached the area of the Bushong House, they were subjected to a terrible barrage of artillery fire. One shell killed cadets Cabell, Jones, and Crockett instantly but did nothing to stop the march of the cadets. With each step the deadly fire rained down upon them. Small arms fire augmented the artillery and increased the danger to the cadets. It is said that the alignment of the battalion of cadets never wavered; as holes developed in the line, they were quickly filled. The ground over which they passed was very muddy from the recent rains; often, the cadets sank angle deep in the mud with each step.

Upon reaching the Bushong House, the cadets divided and flowed around it into the Bushong orchard. Now the cadets were within 300 yards of 3 of the Union batteries. They received tremendous fire from the batteries as vollies of canister and grape rained down upon them. Added to the deadly artillery fire was the musketry of the 34th Mass. Infantry located directly in front of them. The cadets did not retreat or fall back under this deadly fire. They charged forward to a rail fence, lay down, and for the first time opened fire upon the enemy.

The Confederates had reached the hour of crisis in the battle. The 51st Virginia Regiment, located on the left flank, began to waver. The 62nd Virginia Regiment, located on the right flank, had been forced to fall back to avoid total destruction. The VMI cadets were stopped at the rail fence. This halt of 15 to 20 minutes must have seem an eternity to the troops under fire. Both sides knew that the next move by either side could easily determine the outcome of the battle.

At this critical point, Colonel Edgar, commander of the 26th Virginia Battalion, managed to turn the Union right flank on top of Bushong Hill. This movement ended the artillery fire. The Union lines in front of the cadets and to their right began to retreat. The command to charge was given and the cadets responded eagerly. The cadets charged forward over the rail fence and into a depressed area filled with water and deep mud. Many cadets lost their shoes to the mud as they went forward. This section of the Battlefield is often called the "field of lost shoes." The cadets pursued the enemy until they were stopped by General Breckinridge. The battle ended around 4:00 p.m., although sporadic fire continued into the evening. The Confederates had prevailed and the Valley was safe for a while. This battle is remembered more for the participation of the VMI cadets than for its strategical military value.

ADDITIONAL RESOURCES

• The Battle of New Market (Virginia)--VMI Archives--Selected Resources
• The Battle of New Market--The following text is from The VMI New Market Cadets (1933) by Col. William Couper. The book contains biographical sketches of all of the cadets who fought at New Market, as well as other information about the battle. Couper (1884-1964), VMI's "official historiographer," wrote extensively about Institute history.
• THE BATTLE OF NEW MARKET--Had it not been for the unselfish heroism of 247 teenagers, in fact, there would be no $2 million Civil War museum to explain the Battle of New Market or the war's larger canvas. The youngsters were cadets at Virginia Military Institute at Lexington, some 80 miles south. In a Confederate emergency of May, 1864, they were quickly marched north toward an advancing Union Army.
• New Market Battlefield State Historical Park--Your exploration of the Civil War in Virginia begins here in the legendary Shenandoah Valley. The three-hundred acre New Market Battlefield State Historical Park.
• The Battle of New Market-- Official Records and Battle Description
• Died on the Field of Honor--Ten Virginia Military Institute cadets were killed in battle on May 15, 1864, or died later as a result wounds received in the battle.

On the morning of June 5, 1864, a detachment of Union cavalry moved down the Staunton Road. As they neared Mount Meridian, they ran into Confederate cavalry led by General John D. Imboden. The Union forces were driven back by the Confederate force. Upon being reinforced, the Union cavalry once again advanced to Mount Merdian; this time they were aided by ten artillery field pieces. Imboden responded with two pieces of artillery, and continued to delay the Union advance. The Union cavalry suffered about 100 casualties in the early morning action. Behind the Union cavalry, Union infantry marched south from Port Republic.

With the Union advance evident, General William E. "Grumble" Jones began the deployment of his Confederate forces at the village of Piedmont, near the bend of Middle River. His deployment was in an "L" shape, facing north from the bend of the river and south along the ridge. He placed the veteran brigades of Colonel Beuhring Jones and Colonel William H. Browne to the left and center. These brigades were afforded some protection from a barricade of fence rails. General Jones' forces were very limited, with his reserves consisting mostly of home guards (generally old men and boys). The reserves were placed in the woods to the south and west of Piedmont. At the Cross Road (route 778) Vaughn's cavalry was placed. The line was supported by artillery; and General Jones' headquarters were in the yard of the present day McDonald House. After fighting the delaying action, Imboden's cavalry retreated to a position behind Polecat Draft in the vicinity of Round Hill.

Around 10:00 a.m. the Union cavalry advanced and drove the Confederate troopers back to the Piedmont line. The Union troops then pulled back out of range of the Confederate guns to await the arrival of their infantry and artillery. Moor's brigade arrived first on the scene and took up position to the right of the road in the area of the river bend. Next came Thoburn's brigade which moved into position to the left of the road near the Shaver House. DuPont placed his artillery on the heights opposite the Confederate position. General Hunter made his headquarters at the Shaver House. Hunter's reserves consisted of one brigade of Union cavalry.

DuPont's artillery consisted of 22 guns, all of which he concentrated against the angle of the Confederate line. Around 12:00 a.m., Moor's troops moved forward and drove back the Confederates to their front. As Moor's line continued to advance, General Jones was forced to pull his infantry back to the barricades along Walker's Lane. At this point, General Jones reinforced the left side of his line and counterattacked the Union troops. The tide of battle shifted back and forth across the fields. General Hunter ordered his cavalry to dismount and reinforce Moor's infantry.

As the battle raged on the right, Colonel Thoburn led three regiments to the left and fought his way across the Givens Run Valley. In the middle of the afternoon, Colonel Thoburn charged into the gap left in the middle of Jones' line. The gap was the results of Jones reinforcing the left side of his line. Upon seeing Thoburn's force charging the gap, Jones' reserves rushed to fill the open spot. Vicious hand-to-hand combat resulted. At about the same time, General Jones was killed; and the Confederate defenses began to fall apart. Vaughn's Confederate cavalry observed Colonel Thoburn attack but did nothing to stop it. "Why," is not a question that history gives us an answer for.

Now pressed from the front and the rear, the Confederate troops fled over the bluffs and sought escape by crossing the river. It was now every man for himself, as all sense of order was lost. Vaughn's and Imboden's cavalry at last join the fight and assumed the role of rear guard. Some of the Confederate forces tried to make a last ditch stand at the Middle River Church but it was too little too late. The Confederate losses were 100 killed, 500 wounded, and 900 captured or missing. The Union losses were 150 killed, 650 wounded, and 75 missing.

This battle was a disaster for the Confederates who could now do nothing to stop Hunter from taking Staunton and then moving on to Lynchburg. General Lee was forced to send troops to the Valley to prevent this. Lee now was forced to fight on two fronts, at a time when he could least afford it.

ADDITIONAL RESOURCES

• The Battle of Piedmont--The Battle of Piedmont was fought on June 5, 1864. The battle is named after a little village north of Waynesboro and southwest of Port Republic. It was significant in that it was the battle for control of Staunton, an important Confederate storehouse and railroad hub.
• The Battle of Piedmont--The Battle of Piedmont was fought on June 5, 1864. The battle is named after a little village north of Waynesboro and southwest of Port Republic.

 June of 1863 found the Confederacy once again planning to invade the north. Lee ordered General Ewell and the Second Corps Army of Northern Virginia to clear the Valley of Union opposition. This order led to the Battle of Second Winchester.

General Ewell had just returned to service following a severe wound suffered at Groveton, Virginia. The wound resulted in his right knee being shattered and his leg amputated. Ewell, one of the south's finest division commanders, had been sidelined for nearly a year. This would also be the first real test for General Ewell as a corps commander. Ewell had received his promotion on May 23,1863, and took command of Jackson's old divisions on June 1. Memories of Jackson and former military actions in the Valley no doubt crossed Ewell's mind. General Ewell's II Corps was divided into three divisions. The divisions were commanded by Major General Jubal Early, Major General Edward "Allegany" Johnson, and Major General Robert Rhodes. The combined strength of the II Corps was 22,000 men.

It has been said that General Ewell was a most comical figure to look upon. He had a bald, dome-shaped head that he often kept cocked to one side; spoke with a lisp in a high, thin piping voice; tended to babble when he was excited; and complained of many physical ailments. The loss of his right leg added to his less than soldierly appearance. Despite these many eccentricities, he was well liked and respected by his men and fellow officers. Much would be expected of General Ewell as he attempted to fill the shoes of Jackson, who through his life and death had already become a southern legend. Sandy Pendleton stated, "I look forward to great things from him and am glad to see that our troops have for him a good deal of the same feeling they had toward General Jackson." General Ewell knew that he must perform well against General Milroy's forces if Lee's planned invasion of the north was to have a chance.

General Milroy's division of about 9,000 troops held the strategically important town of Winchester, Virginia. Winchester was a small farming town of about 3,500 inhabitants. Winchester, despite its small size, served as a hub for many Valley roads and highways. A branch of the Baltimore and Ohio Railroad was also located in the town. Upon hearing of Ewell's approach, Milroy's superiors urged him to abandon his position and escape to the north. Milroy, an arrogant and stubborn man, refused and was determined to fight to hold Winchester. Milroy placed great confidence in his fortifications on the west ridges of Winchester. He believed that he could repel the Confederates or withstand a siege if the need arose.

On June 13 General Milroy deployed elements of Elliot's Brigade to Pritchard's Hill at Kernstown, sent part of Ely's Brigade to deal with any advance on the Front Royal Road, and ordered McReynolds' Brigade to Berryville.

General Ewell arrived in the vicinity of Winchester on June 13. Major General Edward Johnson's division approached from the Front Royal Pike, driving back Union pickets as he moved forward. At about 2:00 p.m., near the intersection of Millwood Road, Johnson deployed his troops and moved swiftly forward, driving the Union skirmishers and troops before him. The Union troops were forced to fall back to the high ground north of Abram's Creek. Here, they found protection from the Union batteries and heavy guns located at Fort Milroy. Johnson brought a battery of artillery and fired on the Union batteries. He succeeded in driving several pieces from the field. The Confederate artillery did not have the range to deal with the heavy guns of Fort Milroy and were forced to withdraw. As Johnson's advanced stalled, he held his position and awaited further orders from General Ewell.

Major General Jubal Early's division, in concert with Johnson, approached Winchester by the Valley Pike. As Early's troops approached Kernstown, late in the afternoon, they met with minor resistance from Elliot's skirmishers. Early continued to drive the Union infantry before him. The Union forces retreated to the area of Cedar's Creek and attempted to make a stand. Early's forces deployed and quickly flanked the Union position. The Union continued to retreat to the area north of Abram's Creek where they were afforded the protection of the heavy guns of Bower's Hill and Fort Milroy. As the cannonading and skirmishing continued until night fall, General Ewell utilized the time to study the enemies' strength and the terrain in preparation for the next day's battle.

As darkness fell General Milroy pulled all of his troops back to a triangular position defined by Fort Milroy (Flag Fort), Star Fort, and West Fort. Milroy remained confident that his troops could hold their position. He had mistaken the actions of the day to represent the Confederates as a much weaker force than they actually were. General Milroy informed his superiors that there were "No traces of an accumulation of Rebel forces" near Winchester. If he had retreated that night, as he had been advised earlier to do, he could have escaped with his division intact.

General Ewell met with General Early around dawn and together they planned for the move to the day's action. General Early suggested that he move to the high ground in the area of Little North Mountain. From this vantage point his artillery could silence the Federal guns at the West Fort. With the guns out of action, he felt that his infantry could take the fort. Ewell agreed with Early's plan and ordered him to put it into action.

At about 7:30 a.m. General Early ordered two of his brigades to take Bower's Hill. This would result in Brigadier General Gordon and General Hays' troops being located to the southwest of Winchester. The two brigades were to provide the needed distraction while General Early marched to the north by way of the Cedar Creek Road. At about 9:00 a.m. the brigades of Gordon and Hays began their diversionary attack against Milroy.

General Milroy, a veteran Union officer, knew the south's love of flanking attacks. To prevent this from happening to his command, he ordered a scouting party to the area of Little North Mountain. This party was lead by Captain Charles B. Morgan. The scouts moved to the area of Little North Mountain and returned to Milroy around 2:00 p.m.. Captain Morgan reported that there was no evidence of any Confederate activity in the area. Why Captain Morgan and his men did not detect Early and his three brigades and 23 pieces of artillery is a question open to debate. Regardless of the reason, Milroy was left with a false sense of security.

Around 4:00 p.m. General Early's forces had arrived at their designated position. His three brigades and artillery were in place behind a ridge about 1,000 yards from West Fort. General Early allowed his troops a rest period before he began his attack at about 5:00 p.m. Jones' artillery was ordered into position. Guns were placed and the order to fire given. As the shells began to fall into West Fort, the Union forces were in total shock. The attack was a complete surprise. Within 15 minutes, Jones' artillery had completely silenced the guns of Fort West.

General Early ordered General Hays' Louisianians to charge West Fort. The Confederate troops surged forward and took the Fort in just a few minutes. The 110th Ohio Infantry led by Colonel J. Warren Keifer, and the 116th Ohio Infantry managed to escape to Flag Fort. General Hays' men had captured the guns of West Fort. General Early ordered his reserve brigades forward and occupied West Fort. General Early felt that the late hour of the day would not allow for any further attack on Milroy, and he ordered his troops to dig in for the night. Early had suffered only 79 men killed or missing in this action.

General Ewell watched the action from a distance and cheered as the men stormed the Fort. Just as he was yelling in jubilation, he seem to stagger backwards, waving his arms in the air to maintain his balance. His aides rushed to his side to discover that the General had been hit again. Ewell was very lucky this time for he had been struck by a spent bullet and only received a bruise to his chest.

Milroy now realized the seriousness of his position. With the Confederates holding Apple Pie Ridge, Milroy knew that he could not hold Winchester one more day. At 10:00 p.m. General Milroy called his staff together and made plans to evacuate Winchester that very night. The guns and wagons would be destroyed to prevent the enemy from using them. The soldiers that were too badly wounded to walk would be left to the mercy of General Ewell. The Union forces would travel by the Martinsburg Pike to Martinsburg. The retreat was to begin at 1:00 a.m. What Milroy did not know was that General Ewell had already surmised the Union's plan.

General Ewell studied Milroy's position and area maps until about 8:00 p.m. Seeing no other option open to Milroy, General Ewell ordered General Johnson to take 3 brigades and 2 batteries of artillery and march to Stevenson's Depot. Johnson was ordered to stop Milroy at all costs. In the confusion of a night march, General Johnson left for Stevenson's Depot with only two brigades. The Stonewall Brigade had been left behind. Johnson had only 3,500 men to stop Milroy's trapped division.

General Johnson choose a bridge about one mile east of Stevenson's Depot as the best place to make a stand. It was a very strong defensive position. The time was now about 3:30 a.m. on June 15th, and Johnson and some of his troops rode forward to scout for Milroy's division. The scouting party ran into Milroy's troops at about 4:00 a.m. General Johnson hurried back and began the deployment of his men. Brigadier General Steaurt's brigade was placed to the right of the Charlestown Road, and a portion of Brigadier General F.T. Nicholl's Brigade was placed to the left of the road. The remainder of Nicholl's Brigade was held in reserve. General Johnson placed 2 guns on the bridge, and the remainder of his artillery in the woods near the road. All was ready; now the wait for Milroy began.

The wait was not a long one as Milroy arrived quickly on the scene. General Milroy ordered an attack that was quickly driven back by General Steaurt's men. Once again Milroy ordered an attack, but that too was to fail. Acting in desperation, Milroy ordered a third attack with the hope of enveloping Johnson's line. Just as this attack was beginning, the forgotten Stonewall Brigade arrived on the scene. Johnson immediately ordered them and his reserves to counterattack. Milroy's men quickly gave up and began surrendering. Milroy and some of his cavalry managed to escape.

General Ewell's first outing as a Corps commander proved to be a victorious one. He had captured 3,358 prisoners and all of Milroy's artillery. The victory had come at a small price with only 47 men killed and 219 wounded This victory had cleared the Valley of Union troops and opened the way for Lee's invasion of the North.

ADDITIONAL RESOURCES

• The Second Battle of Winchester--Everything was Quiet [at Winchester] until Saturday the 13th of June 1863. The weather was fine and balmy. We wished we were at home to help the farmers plant corn; something else turned up. Our videtts were fired on, [and] also our pickets; by the confederates. We did not know what force was coming against us out on the Winchester and Strawberry Pike. We were ready for them. Our pickets engaged them. I was on the picket line myself. It was the first engagement we ever were in, and we seen how they fought. We matched them at their own game. They kept hid behind Cedar and Pine bushes and Field rock and stumps. They were called the Mississippi and Louisiana Tigers. We did not know until afterwards what force we were fighting; there were only 7 thousand of us and about 70 or 80 Thousand of them against us-but we fought them all the same. Although our force there only made a skirmish line, but we held them outside on the 12th.
• Winchester, Second Virginia--fter the Battle of Brandy Station, June 9, 1863, Lee ordered the II Corps, Army of Northern Virginia, under Lt. Gen. Richard S. Ewell, to clear the lower Shenandoah Valley of Union opposition.

General Early's invasion of the North in late June and early July, 1864, resulted in the diversion of Union reinforcements, headed toward Petersburg, to the defense of Washington. As General Early's Maryland Campaign faltered with the arrival of these reinforcements, Early returned to the Valley and set the stage for the Second Battle of Kernstown.

July 23rd saw Confederate cavalry move aggressively down the Valley Pike pushing Union cavalry back from Newtown (Stephens City) to Kernstown. Union Brigadier General George Crook ordered Duval's infantry to deploy across the road and drive the Confederates from the town. This was accomplished quickly and the Union infantry of Duval was ordered back to Winchester and positioned behind Abrams Creek. General Crook left a brigade of cavalry to hold Kernstown.

Jubal Early's army was camped near Strasburg. At dawn of July 24th the Confederate force broke camp and moved up the Valley Pike. When they reached Bartonsville, the army divided and moved toward Winchester from several different directions. Ramseur's division was ordered to move west to the Middle Road by means of area side roads. Gordon, Wharton, and Rhodes' divisions were to remain on the Valley Pike and continue in the direction of Winchester. Early ordered two columns of cavalry to move east and west and converge on the Union rear at Winchester. The main Confederate unit was led down the Pike by cavalry. At about 10 a.m., the Confederate cavalry reached the area of Kernstown and found the main Union force waiting for them. By 12:00 p.m. the Confederates arrived on the scene and Early ordered them to take up positions for battle. Gordon was placed to the left of the Pike, and Wharton was deployed to the right of the Pike. Ramseur took up position across Middle Road, near Mrs. Massie's house. Rhodes' Division followed a ravine east of the Pike.

General Crook had received advanced warning that General Early's Army was moving up the Pike and immediately advanced his divisions to the Kernstown area. Two of his divisions were deployed just north of Hoge's Run at Kernstown. Near the Pritchard House, in the Union center, General Crook placed Mulligan's division behind a stone wall. Captain Henry DuPont's artillery was positioned on Pritchard Hill. Duval's two brigades took up positions on Mulligan's flanks. The Union line was extended east to the Valley Pike by Hayes' brigade.

Around noon battle opened as Gordon's division moved forward, driving the Union skirmishers back as they as they approached the main Union line near the Opequon Church. Mulligan's division, supported by Hayes, quickly counterattacked and took control of the churchyard. His soldiers used the gravestones and stone fences to fire from and to shelter behind from the concentrated fire all around them. Gordon regrouped his force and once again attacked. This attack forced Mulligan to fall back about 250 yards to the stone fence along Pritchard Lane. Gordon had reached Opequon Church but could not advance.

South of the church, Confederate artillery engaged the Union artillery on Pritchard's Hill. Early ordered one of Wharton's brigades to deploy on Gordon's right. General Crook quickly redeployed his force. The brigade (Duval's) on Mulligan's right flank was moved to the west and placed across Middle Road. Thoburn's division was moved into the gap between Mulligan and Duval. The support of the right flank on Middle Road was left to Duff's cavalry.

As Ramseur's division began to advance on Gordon's left, Gordon moved a brigade to the west of Opequon Church and advanced with Ramseur against Thoburn. Gordon's brigade quickly moved forward and forced the withdrawal of the Union troops behind the two stone walls. Thoburn quickly withdrew to the bottom of Pritchard Hill and left Mulligan's right flank exposed in the process. Wheeling to the right, Ramseur's division faced Thoburn's line and brought a deadly enfilade of fire against Mulligan's line.

Wharton's division had moved to a ridge east of the Pike and was now in a position to threaten the Union's left flank (Hayes' brigade). A portion of Averell's cavalry was positioned to prevent this from happening, but withdrew without a fight. In concert with Ramseur's advance, Wharton quickly turned the Union left flank. Hayes, forced to retreat, moved to the stone walls along the Valley Pike and reformed his line. He was now at a right angle to Mulligan and the center of the Union line.

The three Confederate divisions now moved in unison against Mulligan's men in the center of the Union line. Mulligan was mortally wounded while trying to direct his troops. The Union center collapsed! Union troops ran to the rear. Hayes' brigade held as long as they could to provide time for the Union artillery and troops to withdraw. Duff's cavalry made a quick counterattack to allow Thoburn's men to retire in order.

Thoburn's division made one last stand near the toll gate at the intersection of the Valley Pike and Cedar CreekGrade. This provided General Crooks' men time to retreat through Winchester. Rhodes' Confederate division moved from the Valley Pike to the Front Royal Road and marched quickly north to cut off the Union retreat. Rhodes continued his pursuit until darkness forced him to stop. His division took hundreds of Union prisoners. (It should be noted that the Hayes mentioned in this battle was Rutherford B. Hayes, who later became President of the United States.)

General Early ordered the Confederates north on July 30th to burn Chambersburg, PA. As a result of the Battle of Second Kernstown and General Early's ventures north, General Grant was forced to take action to ensure that the Valley would no longer prove a problem to him. General Phillip Sheridan was sent to take total control of the Valley in August of 1864.

ADDITIONAL RESOURCES

• SECOND KERNSTOWN (24 July 1864)--Significance: In late June and early July 1864, Lt. Gen. Jubal A. Early's Confederate army used the strategic Shenandoah Valley corridor to terrorize Maryland, defeat a Union army at Monocacy, and march on Washington, D.C. Only the diversion of reinforcements from the Army of the Potomac, bogged down in the trenches before Petersburg, turned back the invasion. Early returned to the Valley and achieved a decisive victory over George Crook's command at Second Kernstown on 24 July.
• Kernstown, Second Virginia--As a result of this defeat and the burning of Chambersburg, Pennsylvania, on July 30, Grant returned the VI and XIX Corps and appointed Sheridan as commander of Union forces in the Valley.

Opequon or Third Winchester was the largest and perhaps the most important battle fought in the Shenandoah Valley. It marked the decline of Confederate power in the Valley and the rise of Union domination. General Grant had sent General Phillip Sheridan to the Valley and ordered him to put an end to the problem of the Valley once and for all. General Sheridan became to the Valley what General Sherman was to Atlanta.

On September 19th, at about 2:00 a.m. General Sheridan's army began their advance from the area of Berryville, traveling on the Winchester- Berryville Pike. Around dawn Union cavalry under the command of Brigadier General James Wilson crossed over the Opequon near Spout Spring. They continued their advance into an area called Berryville canyon. The cavalry were followed by the VI, XIX Corps, and General Crook's Corps. Near the mouth of the canyon the Union cavalry ran into the a portion of Ramseur"s Confederate Division and drove them back . Johnson's brigade deployed across the pike, and managed to hold the Union troops at bay until the remainder of the division reached the scene. As the rest of Johnson's division moved into the line, they deployed to cover the Berryville Pike and to the south the Senseny Road. The Union cavalry attacked several times and managed to drive the Confederate infantry back to the area of Dinkle's barn. Ramseur's artillery joined at this point and the Union cavalry withdrew. Even as the Union cavalry was withdrawing, the Union infantry began it's deployment.

At the same time General Sheridan's force had departed from the Berryville area, Brigadier General Wesley Merrit's three brigades (Custer, Devin, Lowell) of cavalry moved in the direction of Seiver's and Locke's fords. As the Union cavalry crossed the fords they met with resistance from Confederate Brigadier General John McCausland's brigade of cavalry. McCausland's troops fought dismounted behind barricades. By 8:00 a.m. all of Merrit's brigades had made it across the fords, but were unable to advance any father. Around 10:30 a.m. McCausland's brigade withdrew, and Merrit's division moved carefully forward. Merrit's caution was wise for Wharton's infantry division was waiting for them about a mile to the west of the fords. Wharton's division was deployed in the woods, behind stone fences and across the road. Merrit's brigades of cavalry began to skirmish with Wharton division around 11:00 a.m. Artillery was engaged and the Union cavalry (Custer) attempted one mounted attack to no avail. Around noon Wharton withdrew his division and moved to the left flank of the Confederate army to aid in the battle against Sheridan's main force. The Union cavalry continued to advance along the Charles Town Road. Custer's brigade moved in the direction of Winchester. At about 2:00 p.m. Merrit's cavalry met with Averell's cavalry near Stephenson's Depot.

Back in Berryville canyon, Sheridan's hopes of taking Winchester quickly were defeated by the narrow confines of the canyon. Major General Horatio Wright's VI Corps emerged first from the canyon and quickly deployed. The VI Corps was composed of three divisions commanded by Getty, Ricketts, and Russell.Getty's division was deployed south of the pike, and it's left flank stretched to Abrams Creek. North of the pike was Ricketts' division with it's line stretching to Redbud Run. Russell's division was held in reserve. Upon the arrival of XIX Corps, its two division were deployed north of the pike into the First Woods stretching to Rickett's right. General Sheridan's headquarters were located near the Berryville Pike. Throughout the Union deployment the Confederate artillery, located near Dinkle's barn, pounded the Union troops with heavy fire. Union batteries soon responded from both sides of the pike.

Confederate General Early quickly brought his scattered divisions to the scene. Rhodes' division was deployed to the left and rear of Ramseur's division in the West Woods. Gordon's division was deployed in a manner to extend the line from the Hackwood Farm to Redbud Run. Wharton's division and Fitz Lee's cavalry took up position in a line across the Valley Pike north to Stevenson's Depot. The batteries of Confederate artillery were placed on the high ground in the area of Baker's Lane north and south of the West Woods, and to the north of Redbud Run.

A lone Union signal gun fired, and Grover's division (four brigades under Birge, Molineux, Sharpe, and Shunk) began it's attack. The men moved out from the First Woods crossed Middle Field, and moved towards the Second Woods behind which Gordon's men waited. Confederate horse artillery fired into the flanks of Grover's line remaking havoc. Birge's brigade managed to reach the woods but were then staggered by the fire from Gordon's line. Sharpe's brigade advanced on Birge's left and the level of combat escalated. The Confederates were forced back across the Hackwood Farm. Seven Confederate batteries, located in the Hackwood Lane fired canister directly into the Union line. The effect was deadly, as bits of metal and shot flew through the air as thick as hail in a hail storm. The Union line was forced back.

Gordon counterattacked and drove Birge and Sharpe back out of the Second Woods and into Middle Field. Molineux 'a men were ordered to advance and fill the gap between Birge and Sharpe. The fire was so intense that Molineux's flanks seemed to vanish. Shunk's men moved into the melee, and tried to steady the wavering Union line. Shunk's men came within sixty yards of the Confederate line in the Second Woods. The two lines stood and fired point blank at each other. Gordon ordered a counterattack and the Union line gave way. The remains of Grover's division ran back across Middle Field and once again were exposed to the devastating fire from the Confederate Horse artillery. All of Grover's regimental commanders were killed or wounded. In this action alone casualties totaled around 1,500.

Beal's brigade, Dwight's division, advanced onto this field of agony and attempted to stop the retreat. Gordon's men waiting in the Second Woods directed volley after volley of fire into Beal's brigade. The effect was devastating. The Union brigade was pinned down, and forced to retreat after they had expended all of their ammunition. The 114th New York had suffered a casualty rate of 60 percent. McMillan's brigade led by Corps commander Major General William Emory advanced onto the field. They were able to reach a small ravine about 200 yards from the Second Woods. Here they remained for about two hours. The XIX Corps had given it's all, and was almost destroyed in the process. The Union could do no more on this part of the field.

At the same time of the XIX Corps attack on the right,Generals Getty and Ricketts' divisions attacked Ramseur's line. Ramseur's line ran from the Dinkle Barn south behind Abrams Creek. Ramseur had the advantage of being located on the high ground. Ricketts' division had been ordered to use the Berryville Pike as its right guide during the attack. The Berryville Pike curves to the left in front of the Dinkle Barn. As the attack advanced the gap between the VI and XIX Corps widened with each step. Keifer's and Emerson's brigades pierced the center of the Confederate line at Dinkle's Barn. The two Union brigades succeeded in capturing a battery of artillery near the West Woods. As Ramseur's left flank broke the Confederates retreated back towards Winchester.

Major General Robert Rhodes observing Ramseur's left flank giving ground to the Union attack, quickly brought his division forward from the West Woods and counterattacked the Union troops in the area of the gap between the two Corps. Battle's Alabama brigade came forth from the West Woods with a vengeance and devastated Ricketts' division. At about the same time General Rhodes fell dead near the West Woods. He had been struck by a piece of shrapnel. As the Union troops beat a hasty retreat back the Berryville Pike, two Union batteries on the pike attempted to slow the Confederate advance. As General Sheridan and General Wright saw the tide of battle turn against them, they realized that they must act quickly if there was to be any hope of snatching victory from the jaws of defeat. Sheridan ordered his reserves ( Russell's division of three brigades, Campbell, Upton, and Edwards) into the fracas. Campbell advanced astride the pike, with Edwards on his right. General Russell was mortally wounded as he directed the deployment of his men. The two fresh brigades clashed head on with Battle's men. In the fierce fighting Battle's men were driven back to the West Woods and the support of the remainder of Rhodes' division. As the divisions of Russell and Rhodes closed the interval between the vollies of fire became of a murderous nature. Upton' brigade mad a fierce charge against the Confederate counterattack, and drove them back into the West Woods. This many believe to be the turning point of the battle.

Even as the thunder of battle roared in the Berryville Pike area the Union Cavalry was engaged on the Valley Pike. Union General William Averell pushed back the 23rd Virginia Cavalry to the area of Bunker Hill. The 62nd Virginia mounted infantry reinforced the 23rd and the combined force temporarily stopped the Union advance. At about 10:00 a.m. the Union Cavalry attacked the Confederate troops and forced them to withdraw. The push south continued to Stephenson's Depot where Averell joined forces with Merritt's division. South of the Charles Town road the Confederate cavalry were reinforced by Smith's infantry brigade. This unit was a part of Wharton's division. Around 1:30 p.m. Devin's brigade reached the depot. One mile south of the depot Devin's brigade encountered McCausland's Confederate brigade, attacked them and drove them back in disarray. The 23rd Virginia Cavalry and the 62nd Virginia mounted infantry, observing McCausland's difficulties, attacked the Union flank. This action allowed McCausland and Smith to retreat to the entrenched line near Collier Redoubt. Two brigades of Fitz Lee's cavalry, and Wharton's infantry division provided reinforcements at this location. Major General Fitzhugh Lee was wounded in this action. Five Union brigades deployed in the line of battle. They stretched from the railroad west to the Valley Pike and the Welltown Road.

General Sheridan ordered General Crook's two divisions (Thoburn and Duval) to move from its reserve position at Spout Spring around 1:00 p.m. The two divisions advance to an area near the "Factory" on Redbud Run where they pursued separate paths. Thoburn's division went west to the relief of the XIX Corps, in the First Woods. Duval's division crossed Redbud Run and moved to the west. Captain Henry DuPont's artillery accompanied Duval's division. Duval's division deployed near the Huntsberry House. DuPont place his battery of 18 guns on a hill opposite of Gordon's flank. This hill today is called DuPont's Hill. DuPont's guns opened fire on Gordon's men as Duval's men attacked and turned Gordon's flank. The advance continued against Wharton's line, which stretched from Collier Redoubt east. At about the same time Thoburn's division advanced from the First Woods into Middle Field. Gordon, being attacked from two sides was forced to retreat from the Second Woods and to go into alignment with Breckenridge. The Confederate line was now a tight L-shape. The Confederate cavalry became the anchor of the line at Star Fort. Wharton's division faced the north. Gordon's division was in the turn of the L, while Rhodes' and Ramseur's divisions extended the line south to Abrams Creek.

The Confederates could not retreat any more and maintain order. Any further retreat would place them in the streets of the town of Winchester. They took cover behind stone fences, rail barricades, and in the shallow earthworks that had been constructed in 1862. General Sheridan ordered all Union forces to advance on the Confederates' new position. As the Union advanced from the north and east the level of intensity in the fighting escalated. Artillery from both side fired case shot and canister. General Sheridan moved forward to the battle lines and urged his men on. At about 3:30 p.m. as the intensity of the battle reached its zenith, the cavalry divisions of Averill and Merritt advanced astride the Valley Pike. First at a walk, then at a gallop as the divisions charged the Confederates at the Collier Redoubt. The Confederate was driven back to the base of Star Fort. Schoonmaker's brigade (Averill's division) continuously attacked the Fort until he over ran it. The Confederates tried desperately to realign about 150 feet to the rear but failed . The sound of thundering hooves and the clash of swords from the Union Cavalry was just to much. As the rear of the line crumbled, the panic spread and the Confederate went running to the rear. General Rhodes divisions managed to change fronts and stop the cavalry long enough for Early's Army to retire, although in disorder.

General Early made a defensive stand at Kernstown. This allowed him to save his wagons and artillery. The Union probed his defenses, but as night fell the Union troops were to disorganized to launch an effective pursuit. Early's army retired to Fisher's Hill south of Strasburg under the cover of darkness.

Overnight the small town of Winchester became a virtual hospital. Every structure was used to house and care for the wounded. The battle had resulted in over 9,000 casualties. The Confederates had suffered 226 killed, 1,567 wounded, and 1,818 captured or missing. The Union had suffered 697 killed, 3,983 wounded, and 338 missing. The area known as Middle Field proved to be one of the most sanguinary fields of the Civil War. This area today is in the vicinity of the entrance of the Winchester Mall.

ADDITIONAL RESOURCES

• The Battle of Opequon or Third Winchester Virginia--After Kershaw's division left Winchester to rejoin Lee's army at Petersburg, Lt. Gen. Jubal A. Early renewed his raids on the B&O Railroad at Martinsburg, badly dispersing his four remaining infantry divisions.
• Battles of Opequon Creek, or Winchester--Sir: In obedience to orders from division headquarters, I have the honor to submit the following report of the part taken by the Third Brigade, Second Division, Sixth Corps, in the battle at the Opequon Creek.
• OPEQUON or Third Winchester (19 September 1864)--Significance: Opequon or Third Winchester (fought 19 September 1864) was the largest and most desperately contested battle of the Civil War in the Shenandoah Valley, resulting in more than 9,000 casualties.

After the devastating defeat in Winchester on September 19, 1864, the Confederate Army of General Jubal Early encamped on Fisher's Hill. The Confederates had used this hill since 1862. Their position was a very strong one from a defensive view. Wharton's division occupied an entrenched position along a high bluff that overlooked Meem's bottom and stretched to the left to cover the Valley Pike. This division was the Confederates' right flank. Gordon's division stretched from the Valley Pike across the Manassas Gap Railroad to about the Middle Road. To their left was Pegram's division (formerly Ramseur's) and Ramseur's division (formerly Rhodes') stretched the line to the west to a high hill, south of Tumbling Run South Fork, now known as Ramseur's Hill. The Confederate Cavalry led by Lomax formed a line to the northwest and beyond Back Road. To hide his deployments, Lt. General Jubal Early deployed a skirmish line on the hills north of Tumbling Run. These hills are often called Quarry Hill, Flint Hill, and School House Hill.

General Early made his headquarters at the home of Widow Funkhouser located on the Valley Pike. Confederate signal stations were located on the Massanutten (Signal Knob) and on Round Hill. These stations commanded a wide range view of any Union movements against Early's position. General Early deployed his artillery to command all approaches along the Valley Pike, the railroad, and Middle Road. The advanced Confederate position north of Tumbling Run had no artillery support. At Sandy Hook, east of the North Fork Shenandoah River, a brigade of cavalry and horse artillery was deployed.

Union General Sheridan's forces had pursued the Confederates to Hupp's Hill on September 20th and now were in the Strasburg area in force. Around noon on the 21st of September, 1864, General Sheridan ordered his army to advance south and west of Strasburg. The VI Corps was in a horseshoe formation, opposite the Confederate right center, on a plateau north of Flint Hill. The left of the VI Corps stretched to the Manassas Gap Railroad. The weakened XIX Corps was on the Union left east of the railroad. A skirmish line from the XIX Corps extended back through Strasburg and served to cover the North Fork of the Shenandoah River and the road to Front Royal. The lines of both corps were entrenched. General Crook's division was kept in the woods near Strasburg out of sight of the Confederate Signal stations. They would serve as Sheridan's reserves. The headquarters for the VI Corps' General Wright were at the home of Amos Stickley. General Sheridan's headquarters were at the home of George Hupp located north of Strasburg. The coverage of Back Road was given to Averill's cavalry. The remaining cavalry units were sent to advance up the Luray Valley.

As the Union army continued to entrench their new positions, the first shots were being fired by skirmishers. Generals Sheridan and Wright were able to see little of the Confederates' main line. Flint Hill blocked their view. General Sheridan ordered General Wright to take these hills. The hills were held by Confederate skirmishers in fortified positions. The skirmishers were barricaded behind U-shaped log barriers called "hog" or "bull pens". The 126OH and the 139PA move out and attempted to take the hills. They failed and were forced back. Again with the aid of a third regiment they tried to take the hills. Again they failed and were driven back. Colonel J. M. Warner's First Brigade/Second Division joined the battle line and a third attempt on the hills was made. This time the Union met with success and the hill fell quickly. The Union now had a view of the main Confederate lines and an excellent position to deploy their artillery. Warner's men remained on the hill and worked to strengthen their position. They spent the night of the 21st in this position, within rifle range of the main Confederate line.

During the evening of the 21st General Sheridan stretched his line westward. Ricketts' division deployed on the far right, Getty next, and Wheaton linking with the XIX Corps. Shortly after sunrise, General Crook was ordered to move forward to the Union's main position. General Crook was to at all times remain out of sight of the Confederate Signal Stations. Around noon Ricketts' Division advanced to the heights that overlooked the North Fork of Tumbling Run. Averell's cavalry moved up Back Road and established a link with Ricketts' right flank. Keifer's brigade attacked School House Ridge and drove back the Confederate skirmishers. The Union skirmishers advanced to within range of the main Confederate line and began a deadly fire. At about the same time, Emory (XIX Corps) rushed Quarry Hill and took the Confederate rifle pits there. The Union army now had an unbroken line of rifle pits located about 500 yards in front of the main Confederate line. As the Union artillery batteries deployed in these advanced positions, an artillery duel began in the area of Fisher's Hills Village.

During this time General Crook had been moving into position to flank the Confederate left held by Lomax's cavalry. To do this, Crook was forced to march to the base of Little North Mountain past Stephens Church and to remain unseen by the enemy at all times. About 4:00 p.m. Crook was in position and ordered his men to face left and to charge. The Union soldiers ran down the side of the mountain yelling loudly. The Confederate cavalry quickly dispersed. In the race down the mountain, the Union soldiers lost all semblance of order. Part of the division ran through the ravine of the Middle Fork of Tumbling Run, past the Barbe House, and on to engage the Confederates on Ramseur's Hill. The remaining soldiers ran along an old road that put them in the rear of the Confederates' position. Grimes' Brigade of North Carolinians held off Crooks' men until Ricketts ordered his division forward. The Confederates quickly realized that they had been flanked and began streaming to the rear. General Sheridan ordered his remaining forces forward and Jubal Early's Army was soon in shambles. The Confederates abandoned 14 pieces of artillery and much in the way of equipment.

In spite of their disarray, the Confederate Army attempted to reorganize itself in the area of Round Hill on the Valley Pike. Generals Ramseur, Gordon, and Pegram were able to establish a rear guard at Prospect Hill and hold off the Union pursuit. It was during this action that Colonel Alexander "Sandy" Pendleton was wounded. Colonel Pendleton was one of the late Stonewall Jackson's favorite staff officers. Colonel Pendleton died the following day in the town of Woodstock. The Confederate Army retreated to Narrow Passage; its wagon trains were sent on to the town of Mount Jackson. Darkness prevented the Union from continuing their pursuit.

Confederate cavalry had stopped the Union cavalry in the Luray Valley and thus prevented Sheridan from capturing Early's Army. The Confederate defeat at Fisher's Hill opened the Shenandoah Valley to a Union advance that would eventually go all the way to Staunton. In early October, when General Sheridan began to withdraw, he ordered that all mills, barns, crops, forage, and livestock be either burned or destroyed. Sheridan's implementation of "total warfare" left the beautiful Shenandoah Valley a barren wasteland. The Valley could no longer feed Lee's Army because it could not even feed itself.

ADDITIONAL RESOURCES

• Fisher's Hill Virginia--Early's army, bloodied by its defeat at Opequon (Third Winchester) on September 19, took up a strong defensive position at Fisher's Hill, south of Strasburg.
• FISHER'S HILL (21-22 September 1864)--Significance: Lt. Gen. Jubal Early was ``outgeneraled'' by Maj. Gen. Philip Sheridan at Fisher's Hill. Although the casualty figures were not high, this battle was a masterpiece of maneuver and surprise.

On October 8, 1864, the Confederate Cavalry commanded by Major General Thomas Rosser sought revenge for General Sheridan's "total warfare" in the Valley. The Confederates had been angered by the destruction they had seen in the previous week. Their main objective was to prevent any further destruction. General Rosser was called the "Savior of the Valley" by the general population of the Valley. Rosser had been sent to the Valley from Petersburg to command the Valley Cavalry. General Rosser's command consisted of three brigades totaling around 2,500 men. Throughout the day of October 8th, the Confederate Cavalry had been harassing the Union Cavalry as they withdrew down the Valley Pike. As dark approached, Rosser stopped his division on the Back Road near Spiker's Hill. Skirmishers were ordered out beyond Tom's Brook to Mount Olive. Major General Lunsford Lomax's Division and a battery of horse artillery (around 1,000 men) were camped on both sides of the Valley Pike behind Jordan Run and a little south of Tom's Brook.

Brigadier General Alfred Tobert, the overall commander, was camped with Brigadier General Wesley Merritt's division of 3,500 men at the base of Round Hill. Northeast of Mount Olive on the Back Road, General George Armstrong Custer's Division of two brigades (2,500 men) camped behind Tumbling Run. Major General Sheridan, angered by the aggressive tactics of General Rosser, ordered General Tobert to move at dawn on October 9th and "whip the rebel cavalry or get whipped himself."

General Tobert's plan was to strike General Rosser on the Back Road with an overwhelming force. General Lomax would hold the Valley Pike and be reinforced by an additional brigade. General Lomax was to have his front line fight dismounted, while his large number of reserves would remain mounted. He would also have at his disposal 6 guns. Lomax deployed his line behind Jordon Run on both sides of the Valley Pike.

Near daybreak Lowell's Brigade, of Merritt's Division, moved forward to Tom's Brook by the Valley Pike and joined Lomax's line. Kidd's Brigade rode north to Tom's Brook to aid General Custer. Devin's Brigade moved out and over the Harrisville Road to the area of St. John's Church. Devin, while maintaining a connection with the Union troops on the Valley Pike, extended a skirmish line to Kidd's Brigade on his right.

General Rosser had ordered most of his troops to dismount and to form a line at the base of Spiker's Hill, just slightly behind Tom's Brook. Rosser's men were behind stone fences and simple field works. The line of battle placed Munford on the left, Payne in the center, and the Laurel Brigade on the right. The Confederate artillery was deployed on Spiker's Hill behind barricades. A group of mounted reserves was also on the hill. General Rosser used mounted skirmishers to extend the right of his line toward Middle Road.

General Custer advanced forward against the main Confederate position with three regiments of dismounted skirmishers, followed by Well's Brigade and three more regiments of mounted troops. The Union artillery was deployed on the hill in front of present-day St. Matthew's Church. Once deployed, the artillery opened against the Confederate artillery on Spiker's Hill. As Kidd moved into position on Custer's left, General Custer extended his right flank along the shoulder of Little North Mountain. A battery of artillery was dispatched to support this movement. Kidd drove back Rosser's skirmishers and deployed another battery of artillery that was able to enfilade the Confederate line. The Confederates were forced to pull their line into a horseshoe around the front of Spiker's Hill. A regiment of Union Cavalry appeared on a hill that overlooked the Sand Ridge Road and the right and rear of General Rosser's Confederates. General Rosser, realizing the threat to his command, immediately ordered a withdrawal. The Confederates ran to quickly mount their horses and escape. As this was happening, Wells' Brigade attacked Spiker's Hill from the Back Road. At the top of the hill, Wells' Brigade encountered Munford's men and a brief but fierce fight took place. Rosser's men took any avenue of escape open to them. Confederates raced down Black Road, Sandy Ridge Road, and Middle Road. The road didn't matter as long as it was headed toward Woodstock. Custer's and Kidd's troopers gave chase.

As all of this was taking place, fighting continued on the Valley Pike. Lowell's Brigade forced the Confederates back to Jordon Run. Lowell ordered his men to deploy on both sides of the Valley Pike. They were supported on the right by the 1st Michigan; and to the far right, Devin's men maneuvered into position. Confederate General Lomax counterattacked and drove the Union troops back to Tom's Brook. Lowell attacked until he was stopped by artillery. When Devin was finally in position to flank both Rosser and Lomax, the action reached a point that forced Lomax to withdraw and retreat up the Valley Pike to Woodstock.

As General Rosser retreated, he was forced to leave behind 2 guns that he could ill afford to lose. Munford's Brigade attempted to make a stand at Pugh's Run but was quickly forced to retreat from this position. The Confederate retreat continued all the way to Columbia Furnace. Rosser lost all of his guns and wagons and 150 men in this dash for safety. For Lomax the results were equally disastrous. He lost 5 guns and all of his rolling stock in his efforts to reach safety. Valley residents sometimes refer to the Battle of Tom's Brook as the "Woodstock Races." Confederate losses were 20 killed, 50 wounded, and 280 missing or captured. The Union losses were 10 killed and 47 wounded. From the losses suffered by both sides, one can see just how one-sided this battle really was.

ADDITIONAL RESOURCES

• Tom's Brook--Civil War History Comes Alive at Toms Brook South of Strasburg and west of the old Valley Pike (US 11) is the small community of Fisher's Hill. Here on September 22, 1864, Federal forces, under the command of Major General Philip Sheridan, attacked the Confederates of Lt. General Jubal Early. Take a few minutes to walk along the path through the battlefield to learn of the struggle made by the men in both armies on that fall day in 1864.
• Tom's Brook, Woodstock Races Virginia-- With this victory, the Union cavalry attained overwhelming superiority in the Valley.

The Battle of Cedar Creek rivals The Battle of Opequon (Third Winchester) in its size and intensity. Both are listed as major battles in the Civil War. It also was the crushing blow to the Confederacy in the Shenandoah Valley. Sheridan's success in the Valley and Sherman's success in the Atlanta Campaign greatly aided President Lincoln in his bid for reelection.

The Union Army of the Shenandoah (32,000 men), commanded by Major General Phillip H. Sheridan, were camped on the hills above Cedar Creek from Middle Marsh Brook to the south of the Valley Pike. On the night of October 18-19, General Sheridan was at Winchester, having just returned from a conference in Washington D.C. The acting commander in his absence was Major General Horatio Wright. General Wright's headquarters were at Belle Grove just south of Middletown. The Union Army of the Shenandoah was made up of three infantry corps. These corps were General Wright's VI, Major General William Emory's XIX, and Brigadier General George Crook's Army of West Virginia. In addition to the infantry, the Union Army of the Shenandoah also had at its service a Union Cavalry Corps commanded by Major General Alfred Tobert.

The deployment of The Army of the Shenandoah in camp was as follows: Tobert's Cavalry (Brigadier General Wesley Merritt's Division) was camped near Nieswander's Fort; Brigadier General George Custer's was camped in the area of Back Roads; at the Cedar Creek crossing near Hite's Chapel the VI Corps was on the far right of the Union infantry on the hills north of Meadow Brook; Crook's Corps and an attached provisional division commanded by Brigadier General John Howard Kitching were camped south and east of the Valley Pike; and the XIX Corps was camped on the bluffs above Cedar Creek from Meadow Brook to the Valley Pike Bridge. The armies' wagon trains were parked west of Belle Grove near the Pike. Of the three corps , two were entrenched. On the Union's left flank was the North Fork of The Shenandoah River and the rough terrain in front of Massanutten Mountain. This area was picketed by Union cavalry. Bucton Ford and the Front Royal Roads were also covered by the Union cavalry.

On the day of October 17th, Major General John Gordon and Jedediah Hotchkiss (Stonewall Jackson's famous map maker) climbed to the top of Massanutten Mountain to Signal Knob to scout the Union position at Cedar Creek. As they observed and discussed the Union position, a daring plan took shape. They returned to Lt. General Jubal A. Early and shared this plan to flank the Union Army at Cedar Creek. General Early approved the plan and on the night of October 18th the plan was set into motion.

Into the dark night marched the three divisions of the Second Corps of the Army of Northern Virginia. These divisions were led by Gordon, Ramseur, and Pegram. General Gordon served as the overall commander of this group. The divisions crossed the North Fork of the Shenandoah River east of Fisher's Hill, and followed a narrow path along the face of Massanutten Mountain. This path was so narrow that often the men were forced to go into a single file in order to proceed. They followed the Manassas Gap Railroad to an area opposite McInturff's and Colonel Bowman's Ford. They quickly overcame and captured the Union pickets in this area. The Confederates then recrossed the North Fork of the Shenandoah River and continued north on a farm lane past Colonel Bowman's house to the area near the Cooley House. At this point the divisions faced left and formed a battle line beyond the left flank of General Crook's Corps. Gordon's men had performed this feat under the cover of darkness. They were in position by 4:00 a.m.

Even as Gordon's men were getting to their position, Kershaw's and Wharton's Divisions, accompanied by the Confederate artillery, were moving down the Valley Pike. The Confederates continued past Spangler's Mill and through Strasburg. General Early's and Kershaw's Division went to the right on the road to Bowman's Mill Ford. Wharton's Division continued on the Valley Pike to Hupp's Hill. After arriving at these locations, each division prepared for the early morning attack. The Confederate cavalry was to move in conjunction with the infantry. Rosser was ordered to take the Back Road to Cupp's Ford, and Lomax was to move by the Front Royal-Winchester Road and then cross the Valley Pike in the area of Newtown (Stephens City). Lomax failed to follow the directions of his orders. The Confederate's artillery was to wait on the Valley Pike to see how the battle developed.

Before first light, a heavy fog descended over the Valley. At exactly 5:00 a.m., Thoburn's Division was fired upon and charged by Kershaw's Division. The Confederates quickly overran Thoburn's Division. Gordon's force also began to advance at this time and soon encountered Brigadier General Rutherford B. Hayes' Division, and Kitching's provisional division. Hayes' division attempted to make a stand, but were quickly persuaded to flee as the Confederates closed in on both of their flanks. The Union soldiers received a very rude awakening as the Confederates continued their surprise attack. Union soldiers went running for the rear and safety. At the sound of the opening of the battle, Wharton's men went to the Creek and deployed. The Confederate artillery moved to the front and fired upon the XIX Corps from the heights overlooking Cedar Creek. Gordon and a detachment of Confederate cavalry attempted to reach Belle Grove with the hopes of capturing Sheridan.

At 5:30 a.m. the large number of stragglers that were running across the Valley Pike quickly alerted Emory of the early morning's disaster. Emory quickly withdrew his men from their former positions and attempted to form a line parallel to the Valley Pike. Wharton's men crossed Cedar Creek at Stickley's Mill and took the heights and 7 Union guns. The rest of the Union artillery managed to escape. General Wright ordered Colonel Thomas Wilde's men to deploy in a line to the east of the Valley Pike and and attempt to stop the Confederate attack. As General Wright directed their advance, he was wounded in the chin. Colonel Stephen Thomas of the XIX Corps moved to high ground east of the Valley Pike and attempted to make a stand. His men fired volley after volley into the fog. This unit suffered very high casualties. The stand of these two brigades bought the Union some much needed time, allowing the Union wagon trains to move from Belle Grove to the north. The forward Union units were driven back to Belle Grove as the morning advanced.

The VI Corps quickly deployed to attempt to stem the Confederate advance. The XIX Corps tried to reorganize on Red Hill. Ricketts' Division formed a battle line on Cedar Creek and fought an isolated but fierce battle with Kershaw's Division. Wheaton's Division moved to the high ground in the fields north of Belle Grove. Gordon quickly attacked Wheaton. Finally the fog lifted and the two opposing forces could see each other for the first time. The Confederate artillery was now able to site in on the Union lines. Soon all Union forces were forced to withdraw to the northeast along Middle Brook Road.

As this total withdrawal was taking place, General Getty established a defensive salient on Cemetery Hill to allow the other Union units to withdraw and regroup north of the cemetery. General Early order four separate assaults against Getty's position; but all were repulsed, with General Early's men suffering heavy casualties. Finally the Confederate artillery was brought to bear on Getty's position and laid down a deadly fire. After about an hour, Getty was force to withdraw. During this period of time, General Custer's Cavalry had driven back Rosser's attempt to reach the rear of the Union army. Custer then joined forces with Merritt's on the far left of the Union Army east of the Pike and north of Middletown. General Early's right flank was now threatened by this large group of Union cavalry.

General Sheridan arrived on the scene around 10:30 a.m., after riding hard from Winchester. He quickly set up his command post in the area of the Dinges' Farm near the Valley Pike. He went to work at once to reorganize his shaken army. Crook's command was placed in reserve along the Valley Pike. On the right of the Valley Pike, the XIX Corps was deployed, with the left side of the Pike being covered by the VI Corps. Cavalry divisions were placed on each flank of the Union Army. Once the deployments were complete, General Sheridan rode along the front of the battle line to lift the spirits of his men. As he passed they cheered loudly, and seemed to regain their confidence. Once all was in order, General Sheridan gave the order to counterattack around 3:00 p.m.

Once Getty had withdrawn from the cemetery, General Early and his forces advanced to the Cemetery Hill and stopped to regroup. Early redeployed his forces in a long line just north of Middletown.This line was about two and one half miles long and was composed of the divisions of Gordon, Kershaw, Ramseur, Pegram, and Wharton. This was the Confederate position from the right to the left. As the afternoon passed with no major fighting, General Early became convinced that he had won the battle and the Union would withdraw after dark.

Around 3:00 p.m. Merritt's men advanced on the Union left and applied pressure to the Confederate right flank north of Middletown. The Confederate skirmish line was forced back to the main Confederate line located along the Miller Mill Road. On the Confederate left, Custer's men moved into position; and aided by the XIX Corps, launched an attack against Gordon and Kershaw. Custer continued to extend his line to the west beyond Middle Marsh Brook and forced the Confederate line to stretch and in the process become even thinner. Next, Custer attacked Gordon in force and overran his division, forcing Gordon's men to flee. As Custer continued to push, the Confederate line began to falter from the west to the east. This placed even more pressure on the center of the Confederate line and Ramseur's command.

Around 4:00 p.m. General Sheridan ordered an all-out advance which led to serious fighting all along the front. Ramseur's division bore the brunt of this attack. His men pushed the Union back several times as the battle raged around the Miller House and Mill. General Ramseur received a fatal wound during this portion of the battle. The Confederate line could not withstand the continuous Union assaults and began to collapse. The army of General Early quickly retreated up the Valley Pike toward the Union camp that they had captured that morning. The Confederate artillery and infantry units fought man delaying actions to slow the Union pursuit. Merritt's division was close on the heels of the retreating Confederates as they crossed Cedar Creek.

With the Confederate retreat, Custer's Division raced along the Middle March Brook and reached the rear of the Confederate Army. The Union cavalry pursued the Confederate Army until dark. The bridge at Spangler's Mill collapsed and resulted in Early's loss of almost all of his artillery and many of the Confederate wagons. The Union cavalry captured 43 cannons, over 200 wagons, and a large number of prisoners. The Confederate Army lost over 10 battle flags during the Battle of Cedar Creek, a loss that speaks volumes about the spirit and state of the Confederates.

• The Battle of Cedar Creek--At dawn, October 19, 1864, the Confederate Army of the Valley under Lt. Gen. Jubal A. Early surprised the Federal army at Cedar Creek and routed the VIII and XIX Army Corps.
• The Battle of Cedar Creek--Confederate General John Gordon described the battle at Cedar Creek as "the most unique day in the annals of war", because of the many unusual events and circumstances on that day, October 19, 1864, south of Winchester, Virginia.
• Cedar Creek Battlefield Home Page--This site contains a great deal of information about the battlefield, reenactments, and other information pertaining to the history of the battle.
• The Battle of Cedar Creek--"Never since the world was created was such a crushing defeat turned into such a splendid victor as at Cedar Creek"- Capt. Howard, 8th Vermont Infantry
• Sheridan's Valley Campaign--(August 1864-March 1865) Early's threat to Washington, Crook's defeat at Second Kernstown, and the burning of Chambersburg, forced Lt. Gen. Ulysses S. Grant move decisively to end the Confederate threat in the lower Shenandoah Valley. Grant returned the VI and XIX Corps to the Valley, reinforced by two divisions of cavalry, and consolidated the various military districts of the region under Maj. Gen. Philip H. Sheridan, who assumed command of the Middle Military District at Harpers Ferry on August 7.

Even today, those living in the Shenandoah Valley cannot help but be touched by the history that surrounds them. Each step one takes upon the Valley's fertile soil retraces the footprints of the past. One can't help but drift back to a time when the tranquility and beauty of the Shenandoah were broken by the sounds of the guns of the Civil War. It was a time when brother fought against brother, neighbor against neighbor, and no living person escaped the horror of war. To better understand that time, one needs to reflect on what life must have been like for those living in those very trying, unsure times.

The majority of the people living in the Valley in the 1860's did not want war; but when war came, they answered Virginia's call. Fathers, husbands, sons, and brothers all marched off to defend their native state and their homes. Most of these men did not go to war over the issue of slavery, for most did not own slaves. The men of the Shenandoah Valley were small farmers, merchants, teachers, doctors, ministers, and all of the other professions that you would find in small towns during this time period. As they joined the armies of their convictions, only old men, women, and children were left to maintain the home front in their absence.

With the first battles of the Civil War came the first realization of the horrors of war as the dead and wounded were returned to their loved ones. Robert T. Barton, a resident of Winchester, wrote following the First Battle of Manassas,"I saw the rough farm wagons that brought them back in rough boxes, through the straw, in the bed of the wagon. We had begun to realize what war was." The remaining four years of the War would never let them forget.

Over the years, many of the Valley's residents experienced life in a territory that was one day in the hands of Confederate army and the next day occupied by the Union army. The simple pleasure of visiting relatives often meant crossing enemy lines. Battles raged up and down the Valley as its people just tried to survive. Crops were planted, only to be marched over by the armies, as death and destruction became the way of life. Battles left dead and wounded to be cared for, a task falling to the people of the nearest town. Women became nurses out of necessity. Cornelia McDonald wrote of her experience in Winchester following the Battle of Kernstown,"When a doctor asked me to wash the wounds of a soldier whose eyes and nose had been shot away, I became faint." All romantic notions of war quickly vanished as the people of the Valley became acquainted with it on a first name basis.

The needs and demands of the armies were so great that shortages soon became a way of life for all those living in the Valley. Occupied towns and their citizens soon learned that war suspended all of their Constitutional rights. Property, livestock, and at times even their homes, were confiscated for use by the Union army. Everyday commodities soon became luxuries. Shoes, coffee, sugar, clothing, firewood, salt, flour, and even medicine were almost impossible to get. In late 1864, after Sheridan had burned the Valley, hunger became a way of life. Many sought shelter in the burned, wrecked shells of buildings. The few goods that were available carried price tags that only a few could afford. Confederate money became worthless and only gold or "greenbacks" were accepted.

No hardship of war could compare to the loss of loved ones. Almost every family was touched by the hand of death during the war years. Black became the color of the Valley as it mourned the passing of an era and a way of life.

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Resources for Civil War

in the Shenandoah

Valley

War Times Magazine Web Site

Blue and Gray Magazine Web Site

National Parks Service Web Site

Valley of the Shadow Web Site

VMI Civil War Web Site

The Battle of New Market by William C. Davis

The Image of War:1861-1865, The National Historical

Society

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This Web Page was created by Linda Ervin for all who love history and the students of Rockingham County Public Schools. May we learn from the past that history may never need to repeat itself.

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