in the ShenandoahValley


Revised March 20,2000




Tableof 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


TheBattle of


May 15, 1864

Jacob and Sarah Bushongestablished their home here in 1818. The current home was built in1825. Three generations of their family found shelter in the basementas the battle raged around them. After the battle, the house wouldserve as a field hospital for a week, leaving permanent blood stainsin the parlor. The orchard just behind the house is where thefiercest fighting occurred.

In the spring of 1864, Lt. General UlyssesS. Grant ordered Maj. General Franz Sigel to march south on theValley Pike and advance to Staunton. Upon reaching Staunton, Sigelwas to destroy the railroads and then proceed to Lynchburg to lay towaste the rail complex located there and force his way to the rear ofGeneral Lee's army. If General Sigel succeeded, then Lee's mainsupply line would be severed; and Lee would have been forced to fighton 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 ofNew Market.

General J. D.Imboden commanded the onlyConfederate force in the Valley in 1864. His command consisted ofcavalry, mounted infantry, and a battery of six guns. This smallforce numbered about 1,500 men. On May 2nd General Imboden learned ofSigel's advance into the Valley. Imboden at once sent a request tothe Virginia Military Institute to have the corps of cadets inreadiness 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 theConfederate forces. General Breckinridge ordered the cadets to marchto Staunton and join his small force.

The cadets marched 36 miles through rainand mud and reached Staunton on May the 12th. From Staunton, on May13th, the combined forces of Breckinridge and the cadets marched downthe Valley Pike to a point south of Harrisonburg. May the 14th foundBreckinridge'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 towithdraw to New Market. The thin Confederate battle line stretchedfrom Shirley's Hill to Smith's Creek.

At about 1:00 a.m. on the 15th of May thecadets were awakened, held prayer, and marched once again with therest of Breckinridge's forces. By 6:00 a.m. General Breckinridge hadreached the Shenandoah County line, where he paused to reconnoiterthe situation until about 8:00 a.m. At this time he ordered hiscavalry and artillery forward to engage the Union force under Moor atNew Market. The Confederate artillery took up positions on Shirley'sHill 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 theValley Pike from Edinburg to New Market. Around 8:30 a.m. GeneralJulius Stahel arrived on the scene and ordered Moor to withdraw someof his troops to Bushong's Hill. As both generals waited for troopsand officers to reach the field, the artillery from both armiesexchanged fire.

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

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

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

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

The Confederates had reached the hour ofcrisis in the battle. The 51st Virginia Regiment, located on the leftflank, began to waver. The 62nd Virginia Regiment, located on theright 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 20minutes must have seem an eternity to the troops under fire. Bothsides knew that the next move by either side could easily determinethe outcome of the battle.

At this critical point, Colonel Edgar,commander of the 26th Virginia Battalion, managed to turn the Unionright flank on top of Bushong Hill. This movement ended the artilleryfire. The Union lines in front of the cadets and to their right beganto retreat. The command to charge was given and the cadets respondedeagerly. The cadets charged forward over the rail fence and into adepressed area filled with water and deep mud. Many cadets lost theirshoes to the mud as they went forward. This section of theBattlefield is often called the "field of lost shoes." The cadetspursued the enemy until they were stopped by General Breckinridge.The battle ended around 4:00 p.m., although sporadic fire continuedinto the evening. The Confederates had prevailed and the Valley wassafe for a while. This battle is remembered more for theparticipation of the VMI cadets than for its strategical militaryvalue.


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TheBattle of


June 5, 1864


On the morning of June 5, 1864, adetachment of Union cavalry moved down the Staunton Road. As theyneared Mount Meridian, they ran into Confederate cavalry led byGeneral John D. Imboden. The Union forces were driven back by theConfederate force. Upon being reinforced, the Union cavalry onceagain advanced to Mount Merdian; this time they were aided by tenartillery field pieces. Imboden responded with two pieces ofartillery, and continued to delay the Union advance. The Unioncavalry suffered about 100 casualties in the early morning action.Behind the Union cavalry, Union infantry marched south from PortRepublic.

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

Around 10:00 a.m. the Union cavalryadvanced and drove the Confederate troopers back to the Piedmontline. The Union troops then pulled back out of range of theConfederate guns to await the arrival of their infantry andartillery. Moor's brigade arrived first on the scene and took upposition to the right of the road in the area of the river bend. Nextcame Thoburn's brigade which moved into position to the left of theroad near the Shaver House. DuPont placed his artillery on theheights opposite the Confederate position. General Hunter made hisheadquarters at the Shaver House. Hunter's reserves consisted of onebrigade of Union cavalry.

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

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

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

This battle was a disaster for theConfederates who could now do nothing to stop Hunter from takingStaunton and then moving on to Lynchburg. General Lee was forced tosend troops to the Valley to prevent this. Lee now was forced tofight on two fronts, at a time when he could least affordit.


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TheBattle of


June 13-15,1863


 June of 1863 found theConfederacy once again planning to invade the north. Lee orderedGeneral Ewell and the Second Corps Army of Northern Virginia to clearthe Valley of Union opposition. This order led to the Battle ofSecond Winchester.

General Ewell had just returned toservice following a severe wound suffered at Groveton, Virginia. Thewound resulted in his right knee being shattered and his legamputated. Ewell, one of the south's finest division commanders, hadbeen sidelined for nearly a year. This would also be the first realtest for General Ewell as a corps commander. Ewell had received hispromotion on May 23,1863, and took command of Jackson's old divisionson June 1. Memories of Jackson and former military actions in theValley no doubt crossed Ewell's mind. General Ewell's II Corps wasdivided into three divisions. The divisions were commanded by MajorGeneral Jubal Early, Major General Edward "Allegany" Johnson, andMajor General Robert Rhodes. The combined strength of the II Corpswas 22,000 men.

It has been said that GeneralEwell 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 alisp in a high, thin piping voice; tended to babble when he wasexcited; and complained of many physical ailments. The loss of hisright leg added to his less than soldierly appearance. Despite thesemany eccentricities, he was well liked and respected by his men andfellow officers. Much would be expected of General Ewell as heattempted to fill the shoes of Jackson, who through his life anddeath had already become a southern legend. Sandy Pendleton stated,"I look forward to great things from him and am glad to see that ourtroops have for him a good deal of the same feeling they had towardGeneral Jackson." General Ewell knew that he must perform wellagainst General Milroy's forces if Lee's planned invasion of thenorth was to have a chance.

General Milroy's division of about9,000 troops held the strategically important town of Winchester,Virginia. Winchester was a small farming town of about 3,500inhabitants. Winchester, despite its small size, served as a hub formany Valley roads and highways. A branch of the Baltimore and OhioRailroad was also located in the town. Upon hearing of Ewell'sapproach, Milroy's superiors urged him to abandon his position andescape to the north. Milroy, an arrogant and stubborn man, refusedand was determined to fight to hold Winchester. Milroy placed greatconfidence in his fortifications on the west ridges of Winchester. Hebelieved that he could repel the Confederates or withstand a siege ifthe need arose.

On June 13 General Milroy deployedelements of Elliot's Brigade to Pritchard's Hill at Kernstown, sentpart of Ely's Brigade to deal with any advance on the Front RoyalRoad, and ordered McReynolds' Brigade toBerryville.

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

Major General Jubal Early'sdivision, in concert with Johnson, approached Winchester by theValley Pike. As Early's troops approached Kernstown, late in theafternoon, they met with minor resistance from Elliot's skirmishers.Early continued to drive the Union infantry before him. The Unionforces retreated to the area of Cedar's Creek and attempted to make astand. Early's forces deployed and quickly flanked the Unionposition. The Union continued to retreat to the area north of Abram'sCreek where they were afforded the protection of the heavy guns ofBower's Hill and Fort Milroy. As the cannonading and skirmishingcontinued until night fall, General Ewell utilized the time to studythe enemies' strength and the terrain in preparation for the nextday's battle.

As darkness fell General Milroypulled all of his troops back to a triangular position defined byFort Milroy (Flag Fort), Star Fort, and West Fort. Milroy remainedconfident that his troops could hold their position. He had mistakenthe actions of the day to represent the Confederates as a much weakerforce than they actually were. General Milroy informed his superiorsthat there were "No traces of an accumulation of Rebel forces" nearWinchester. If he had retreated that night, as he had been advisedearlier to do, he could have escaped with his divisionintact.

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

At about 7:30 a.m. General Earlyordered two of his brigades to take Bower's Hill. This would resultin Brigadier General Gordon and General Hays' troops being located tothe southwest of Winchester. The two brigades were to provide theneeded distraction while General Early marched to the north by way ofthe Cedar Creek Road. At about 9:00 a.m. the brigades of Gordon andHays began their diversionary attack againstMilroy.

General Milroy, a veteran Unionofficer, knew the south's love of flanking attacks. To prevent thisfrom happening to his command, he ordered a scouting party to thearea of Little North Mountain. This party was lead by Captain CharlesB. Morgan. The scouts moved to the area of Little North Mountain andreturned to Milroy around 2:00 p.m.. Captain Morgan reported thatthere was no evidence of any Confederate activity in the area. WhyCaptain Morgan and his men did not detect Early and his threebrigades and 23 pieces of artillery is a question open to debate.Regardless of the reason, Milroy was left with a false sense ofsecurity.

Around 4:00 p.m. General Early'sforces had arrived at their designated position. His three brigadesand artillery were in place behind a ridge about 1,000 yards fromWest Fort. General Early allowed his troops a rest period before hebegan his attack at about 5:00 p.m. Jones' artillery was ordered intoposition. Guns were placed and the order to fire given. As the shellsbegan 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 FortWest.

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

General Ewell watched the actionfrom a distance and cheered as the men stormed the Fort. Just as hewas yelling in jubilation, he seem to stagger backwards, waving hisarms in the air to maintain his balance. His aides rushed to his sideto discover that the General had been hit again. Ewell was very luckythis time for he had been struck by a spent bullet and only receiveda bruise to his chest.

Milroy now realized theseriousness of his position. With the Confederates holding Apple PieRidge, Milroy knew that he could not hold Winchester one more day. At10:00 p.m. General Milroy called his staff together and made plans toevacuate Winchester that very night. The guns and wagons would bedestroyed to prevent the enemy from using them. The soldiers thatwere too badly wounded to walk would be left to the mercy of GeneralEwell. The Union forces would travel by the Martinsburg Pike toMartinsburg. The retreat was to begin at 1:00 a.m. What Milroy didnot know was that General Ewell had already surmised the Union'splan.

General Ewell studied Milroy'sposition and area maps until about 8:00 p.m. Seeing no other optionopen to Milroy, General Ewell ordered General Johnson to take 3brigades and 2 batteries of artillery and march to Stevenson's Depot.Johnson was ordered to stop Milroy at all costs. In the confusion ofa night march, General Johnson left for Stevenson's Depot with onlytwo brigades. The Stonewall Brigade had been left behind. Johnson hadonly 3,500 men to stop Milroy's trappeddivision.

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

The wait was not a long one asMilroy arrived quickly on the scene. General Milroy ordered an attackthat was quickly driven back by General Steaurt's men. Once againMilroy ordered an attack, but that too was to fail. Acting indesperation, Milroy ordered a third attack with the hope ofenveloping Johnson's line. Just as this attack was beginning, theforgotten Stonewall Brigade arrived on the scene. Johnson immediatelyordered them and his reserves to counterattack. Milroy's men quicklygave up and began surrendering. Milroy and some of his cavalrymanaged to escape.

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


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July 24, 1864

General Early's invasion of the North inlate June and early July, 1864, resulted in the diversion of Unionreinforcements, headed toward Petersburg, to the defense ofWashington. As General Early's Maryland Campaign faltered with thearrival of these reinforcements, Early returned to the Valley and setthe stage for the Second Battle of Kernstown.

July 23rd saw Confederate cavalry moveaggressively down the Valley Pike pushing Union cavalry back fromNewtown (Stephens City) to Kernstown. Union Brigadier General GeorgeCrook ordered Duval's infantry to deploy across the road and drivethe Confederates from the town. This was accomplished quickly and theUnion infantry of Duval was ordered back to Winchester and positionedbehind Abrams Creek. General Crook left a brigade of cavalry to holdKernstown.

Jubal Early's army was camped nearStrasburg. At dawn of July 24th the Confederate force broke camp andmoved up the Valley Pike. When they reached Bartonsville, the armydivided and moved toward Winchester from several differentdirections. Ramseur's division was ordered to move west to the MiddleRoad by means of area side roads. Gordon, Wharton, and Rhodes'divisions were to remain on the Valley Pike and continue in thedirection of Winchester. Early ordered two columns of cavalry to moveeast and west and converge on the Union rear at Winchester. The mainConfederate unit was led down the Pike by cavalry. At about 10 a.m.,the Confederate cavalry reached the area of Kernstown and found themain Union force waiting for them. By 12:00 p.m. the Confederatesarrived on the scene and Early ordered them to take up positions forbattle. Gordon was placed to the left of the Pike, and Wharton wasdeployed to the right of the Pike. Ramseur took up position acrossMiddle Road, near Mrs. Massie's house. Rhodes' Division followed aravine east of the Pike.

General Crook had received advancedwarning that General Early's Army was moving up the Pike andimmediately advanced his divisions to the Kernstown area. Two of hisdivisions were deployed just north of Hoge's Run at Kernstown. Nearthe Pritchard House, in the Union center, General Crook placedMulligan's division behind a stone wall. Captain Henry DuPont'sartillery was positioned on Pritchard Hill. Duval's two brigades tookup positions on Mulligan's flanks. The Union line was extended eastto the Valley Pike by Hayes' brigade.

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

South of the church, Confederate artilleryengaged the Union artillery on Pritchard's Hill. Early ordered one ofWharton's brigades to deploy on Gordon's right. General Crook quicklyredeployed his force. The brigade (Duval's) on Mulligan's right flankwas moved to the west and placed across Middle Road. Thoburn'sdivision was moved into the gap between Mulligan and Duval. Thesupport of the right flank on Middle Road was left to Duff'scavalry.

As Ramseur's division began to advance onGordon's left, Gordon moved a brigade to the west of Opequon Churchand advanced with Ramseur against Thoburn. Gordon's brigade quicklymoved forward and forced the withdrawal of the Union troops behindthe two stone walls. Thoburn quickly withdrew to the bottom ofPritchard Hill and left Mulligan's right flank exposed in theprocess. Wheeling to the right, Ramseur's division faced Thoburn'sline and brought a deadly enfilade of fire against Mulligan'sline.

Wharton's division had moved to a ridgeeast of the Pike and was now in a position to threaten the Union'sleft flank (Hayes' brigade). A portion of Averell's cavalry waspositioned to prevent this from happening, but withdrew without afight. In concert with Ramseur's advance, Wharton quickly turned theUnion left flank. Hayes, forced to retreat, moved to the stone wallsalong the Valley Pike and reformed his line. He was now at a rightangle to Mulligan and the center of the Union line.

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

Thoburn's division made one last standnear the toll gate at the intersection of the Valley Pike and CedarCreekGrade. This provided General Crooks' men time to retreat throughWinchester. Rhodes' Confederate division moved from the Valley Piketo the Front Royal Road and marched quickly north to cut off theUnion retreat. Rhodes continued his pursuit until darkness forced himto stop. His division took hundreds of Union prisoners. (It should benoted that the Hayes mentioned in this battle was Rutherford B.Hayes, who later became President of the UnitedStates.)

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



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TheBattle of


or Third Winchester

September 19,1864

The Battle of ThirdWinchester

Opequon or Third Winchester was thelargest and perhaps the most important battle fought in theShenandoah Valley. It marked the decline of Confederate power in theValley and the rise of Union domination. General Grant had sentGeneral Phillip Sheridan to the Valley and ordered him to put an endto the problem of the Valley once and for all. General Sheridanbecame to the Valley what General Sherman was toAtlanta.

On September 19th, at about 2:00 a.m.General Sheridan's army began their advance from the area ofBerryville, traveling on the Winchester- Berryville Pike. Around dawnUnion cavalry under the command of Brigadier General James Wilsoncrossed over the Opequon near Spout Spring. They continued theiradvance into an area called Berryville canyon. The cavalry werefollowed by the VI, XIX Corps, and General Crook's Corps. Near themouth of the canyon the Union cavalry ran into the a portion ofRamseur"s Confederate Division and drove them back . Johnson'sbrigade deployed across the pike, and managed to hold the Uniontroops at bay until the remainder of the division reached the scene.As the rest of Johnson's division moved into the line, they deployedto cover the Berryville Pike and to the south the Senseny Road. TheUnion cavalry attacked several times and managed to drive theConfederate infantry back to the area of Dinkle's barn. Ramseur'sartillery joined at this point and the Union cavalry withdrew. Evenas the Union cavalry was withdrawing, the Union infantry began it'sdeployment.

At the same time General Sheridan's forcehad departed from the Berryville area, Brigadier General WesleyMerrit's three brigades (Custer, Devin, Lowell) of cavalry moved inthe direction of Seiver's and Locke's fords. As the Union cavalrycrossed the fords they met with resistance from Confederate BrigadierGeneral John McCausland's brigade of cavalry. McCausland's troopsfought dismounted behind barricades. By 8:00 a.m. all of Merrit'sbrigades had made it across the fords, but were unable to advance anyfather. Around 10:30 a.m. McCausland's brigade withdrew, and Merrit'sdivision moved carefully forward. Merrit's caution was wise forWharton's infantry division was waiting for them about a mile to thewest of the fords. Wharton's division was deployed in the woods,behind stone fences and across the road. Merrit's brigades of cavalrybegan to skirmish with Wharton division around 11:00 a.m. Artillerywas engaged and the Union cavalry (Custer) attempted one mountedattack to no avail. Around noon Wharton withdrew his division andmoved to the left flank of the Confederate army to aid in the battleagainst Sheridan's main force. The Union cavalry continued to advancealong the Charles Town Road. Custer's brigade moved in the directionof Winchester. At about 2:00 p.m. Merrit's cavalry met with Averell'scavalry near Stephenson's Depot.

Back in Berryville canyon, Sheridan'shopes of taking Winchester quickly were defeated by the narrowconfines of the canyon. Major General Horatio Wright's VI Corpsemerged first from the canyon and quickly deployed. The VI Corps wascomposed of three divisions commanded by Getty, Ricketts, andRussell.Getty's division was deployed south of the pike, and it'sleft flank stretched to Abrams Creek. North of the pike was Ricketts'division with it's line stretching to Redbud Run. Russell's divisionwas held in reserve. Upon the arrival of XIX Corps, its two divisionwere deployed north of the pike into the First Woods stretching toRickett's right. General Sheridan's headquarters were located nearthe Berryville Pike. Throughout the Union deployment the Confederateartillery, located near Dinkle's barn, pounded the Union troops withheavy fire. Union batteries soon responded from both sides of thepike.

Confederate General Early quickly broughthis scattered divisions to the scene. Rhodes' division was deployedto the left and rear of Ramseur's division in the West Woods.Gordon's division was deployed in a manner to extend the line fromthe Hackwood Farm to Redbud Run. Wharton's division and Fitz Lee'scavalry took up position in a line across the Valley Pike north toStevenson's Depot. The batteries of Confederate artillery were placedon the high ground in the area of Baker's Lane north and south of theWest Woods, and to the north of Redbud Run.

A lone Union signal gun fired, andGrover's division (four brigades under Birge, Molineux, Sharpe, andShunk) began it's attack. The men moved out from the First Woodscrossed Middle Field, and moved towards the Second Woods behind whichGordon's men waited. Confederate horse artillery fired into theflanks of Grover's line remaking havoc. Birge's brigade managed toreach the woods but were then staggered by the fire from Gordon'sline. Sharpe's brigade advanced on Birge's left and the level ofcombat escalated. The Confederates were forced back across theHackwood Farm. Seven Confederate batteries, located in the HackwoodLane fired canister directly into the Union line. The effect wasdeadly, as bits of metal and shot flew through the air as thick ashail in a hail storm. The Union line was forced back.

Gordon counterattacked and drove Birge andSharpe back out of the Second Woods and into Middle Field. Molineux'a men were ordered to advance and fill the gap between Birge andSharpe. The fire was so intense that Molineux's flanks seemed tovanish. Shunk's men moved into the melee, and tried to steady thewavering Union line. Shunk's men came within sixty yards of theConfederate line in the Second Woods. The two lines stood and firedpoint blank at each other. Gordon ordered a counterattack and theUnion line gave way. The remains of Grover's division ran back acrossMiddle Field and once again were exposed to the devastating fire fromthe Confederate Horse artillery. All of Grover's regimentalcommanders were killed or wounded. In this action alone casualtiestotaled 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 volleyof fire into Beal's brigade. The effect was devastating. The Unionbrigade was pinned down, and forced to retreat after they hadexpended all of their ammunition. The 114th New York had suffered acasualty rate of 60 percent. McMillan's brigade led by Corpscommander Major General William Emory advanced onto the field. Theywere able to reach a small ravine about 200 yards from the SecondWoods. Here they remained for about two hours. The XIX Corps hadgiven it's all, and was almost destroyed in the process. The Unioncould do no more on this part of the field.

At the same time of the XIX Corps attackon the right,Generals Getty and Ricketts' divisions attackedRamseur's line. Ramseur's line ran from the Dinkle Barn south behindAbrams Creek. Ramseur had the advantage of being located on the highground. Ricketts' division had been ordered to use the BerryvillePike as its right guide during the attack. The Berryville Pike curvesto the left in front of the Dinkle Barn. As the attack advanced thegap between the VI and XIX Corps widened with each step. Keifer's andEmerson's brigades pierced the center of the Confederate line atDinkle's Barn. The two Union brigades succeeded in capturing abattery of artillery near the West Woods. As Ramseur's left flankbroke the Confederates retreated back towards Winchester.

Major General Robert Rhodes observingRamseur's left flank giving ground to the Union attack, quicklybrought his division forward from the West Woods and counterattackedthe Union troops in the area of the gap between the two Corps.Battle's Alabama brigade came forth from the West Woods with avengeance and devastated Ricketts' division. At about the same timeGeneral Rhodes fell dead near the West Woods. He had been struck by apiece of shrapnel. As the Union troops beat a hasty retreat back theBerryville Pike, two Union batteries on the pike attempted to slowthe Confederate advance. As General Sheridan and General Wright sawthe tide of battle turn against them, they realized that they mustact quickly if there was to be any hope of snatching victory from thejaws of defeat. Sheridan ordered his reserves ( Russell's division ofthree 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 ofhis men. The two fresh brigades clashed head on with Battle's men. Inthe fierce fighting Battle's men were driven back to the West Woodsand the support of the remainder of Rhodes' division. As thedivisions of Russell and Rhodes closed the interval between thevollies of fire became of a murderous nature. Upton' brigade mad afierce charge against the Confederate counterattack, and drove themback into the West Woods. This many believe to be the turning pointof the battle.

Even as the thunder of battle roared inthe Berryville Pike area the Union Cavalry was engaged on the ValleyPike. Union General William Averell pushed back the 23rd VirginiaCavalry to the area of Bunker Hill. The 62nd Virginia mountedinfantry reinforced the 23rd and the combined force temporarilystopped the Union advance. At about 10:00 a.m. the Union Cavalryattacked the Confederate troops and forced them to withdraw. The pushsouth continued to Stephenson's Depot where Averell joined forceswith Merritt's division. South of the Charles Town road theConfederate cavalry were reinforced by Smith's infantry brigade. Thisunit was a part of Wharton's division. Around 1:30 p.m. Devin'sbrigade reached the depot. One mile south of the depot Devin'sbrigade encountered McCausland's Confederate brigade, attacked themand drove them back in disarray. The 23rd Virginia Cavalry and the62nd Virginia mounted infantry, observing McCausland's difficulties,attacked the Union flank. This action allowed McCausland and Smith toretreat to the entrenched line near Collier Redoubt. Two brigades ofFitz Lee's cavalry, and Wharton's infantry division providedreinforcements at this location. Major General Fitzhugh Lee waswounded in this action. Five Union brigades deployed in the line ofbattle. They stretched from the railroad west to the Valley Pike andthe Welltown Road.

General Sheridan ordered General Crook'stwo divisions (Thoburn and Duval) to move from its reserve positionat Spout Spring around 1:00 p.m. The two divisions advance to an areanear the "Factory" on Redbud Run where they pursued separate paths.Thoburn's division went west to the relief of the XIX Corps, in theFirst Woods. Duval's division crossed Redbud Run and moved to thewest. Captain Henry DuPont's artillery accompanied Duval's division.Duval's division deployed near the Huntsberry House. DuPont place hisbattery of 18 guns on a hill opposite of Gordon's flank. This hilltoday is called DuPont's Hill. DuPont's guns opened fire on Gordon'smen as Duval's men attacked and turned Gordon's flank. The advancecontinued against Wharton's line, which stretched from CollierRedoubt east. At about the same time Thoburn's division advanced fromthe First Woods into Middle Field. Gordon, being attacked from twosides was forced to retreat from the Second Woods and to go intoalignment with Breckenridge. The Confederate line was now a tightL-shape. The Confederate cavalry became the anchor of the line atStar Fort. Wharton's division faced the north. Gordon's division wasin the turn of the L, while Rhodes' and Ramseur's divisions extendedthe line south to Abrams Creek.

The Confederates could not retreat anymore and maintain order. Any further retreat would place them in thestreets of the town of Winchester. They took cover behind stonefences, rail barricades, and in the shallow earthworks that had beenconstructed in 1862. General Sheridan ordered all Union forces toadvance on the Confederates' new position. As the Union advanced fromthe north and east the level of intensity in the fighting escalated.Artillery from both side fired case shot and canister. GeneralSheridan moved forward to the battle lines and urged his men on. Atabout 3:30 p.m. as the intensity of the battle reached its zenith,the cavalry divisions of Averill and Merritt advanced astride theValley Pike. First at a walk, then at a gallop as the divisionscharged the Confederates at the Collier Redoubt. The Confederate wasdriven back to the base of Star Fort. Schoonmaker's brigade(Averill's division) continuously attacked the Fort until he over ranit. The Confederates tried desperately to realign about 150 feet tothe rear but failed . The sound of thundering hooves and the clash ofswords from the Union Cavalry was just to much. As the rear of theline crumbled, the panic spread and the Confederate went running tothe rear. General Rhodes divisions managed to change fronts and stopthe cavalry long enough for Early's Army to retire, although indisorder.

General Early made a defensive stand atKernstown. This allowed him to save his wagons and artillery. TheUnion probed his defenses, but as night fell the Union troops were todisorganized to launch an effective pursuit. Early's army retired toFisher's Hill south of Strasburg under the cover ofdarkness.

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


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ofFisher's Hill

September 21-22,1864

After the devastating defeat in Winchesteron September 19, 1864, the Confederate Army of General Jubal Earlyencamped on Fisher's Hill. The Confederates had used this hill since1862. Their position was a very strong one from a defensive view.Wharton's division occupied an entrenched position along a high bluffthat overlooked Meem's bottom and stretched to the left to cover theValley Pike. This division was the Confederates' right flank.Gordon's division stretched from the Valley Pike across the ManassasGap Railroad to about the Middle Road. To their left was Pegram'sdivision (formerly Ramseur's) and Ramseur's division (formerlyRhodes') stretched the line to the west to a high hill, south ofTumbling Run South Fork, now known as Ramseur's Hill. The ConfederateCavalry led by Lomax formed a line to the northwest and beyond BackRoad. To hide his deployments, Lt. General Jubal Early deployed askirmish line on the hills north of Tumbling Run. These hills areoften called Quarry Hill, Flint Hill, and School HouseHill.

General Early made his headquarters at thehome of Widow Funkhouser located on the Valley Pike. Confederatesignal stations were located on the Massanutten (Signal Knob) and onRound Hill. These stations commanded a wide range view of any Unionmovements against Early's position. General Early deployed hisartillery to command all approaches along the Valley Pike, therailroad, and Middle Road. The advanced Confederate position north ofTumbling Run had no artillery support. At Sandy Hook, east of theNorth Fork Shenandoah River, a brigade of cavalry and horse artillerywas deployed.

Union General Sheridan's forces hadpursued the Confederates to Hupp's Hill on September 20th and nowwere in the Strasburg area in force. Around noon on the 21st ofSeptember, 1864, General Sheridan ordered his army to advance southand west of Strasburg. The VI Corps was in a horseshoe formation,opposite the Confederate right center, on a plateau north of FlintHill. The left of the VI Corps stretched to the Manassas GapRailroad. The weakened XIX Corps was on the Union left east of therailroad. A skirmish line from the XIX Corps extended back throughStrasburg and served to cover the North Fork of the Shenandoah Riverand the road to Front Royal. The lines of both corps were entrenched.General Crook's division was kept in the woods near Strasburg out ofsight of the Confederate Signal stations. They would serve asSheridan's reserves. The headquarters for the VI Corps' GeneralWright were at the home of Amos Stickley. General Sheridan'sheadquarters were at the home of George Hupp located north ofStrasburg. The coverage of Back Road was given to Averill's cavalry.The remaining cavalry units were sent to advance up the LurayValley.

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

During the evening of the 21st GeneralSheridan stretched his line westward. Ricketts' division deployed onthe far right, Getty next, and Wheaton linking with the XIX Corps.Shortly after sunrise, General Crook was ordered to move forward tothe Union's main position. General Crook was to at all times remainout of sight of the Confederate Signal Stations. Around noonRicketts' Division advanced to the heights that overlooked the NorthFork of Tumbling Run. Averell's cavalry moved up Back Road andestablished a link with Ricketts' right flank. Keifer's brigadeattacked School House Ridge and drove back the Confederateskirmishers. The Union skirmishers advanced to within range of themain Confederate line and began a deadly fire. At about the sametime, Emory (XIX Corps) rushed Quarry Hill and took the Confederaterifle pits there. The Union army now had an unbroken line of riflepits located about 500 yards in front of the main Confederate line.As the Union artillery batteries deployed in these advancedpositions, an artillery duel began in the area of Fisher's HillsVillage.

During this time General Crook had beenmoving into position to flank the Confederate left held by Lomax'scavalry. To do this, Crook was forced to march to the base of LittleNorth Mountain past Stephens Church and to remain unseen by the enemyat all times. About 4:00 p.m. Crook was in position and ordered hismen to face left and to charge. The Union soldiers ran down the sideof the mountain yelling loudly. The Confederate cavalry quicklydispersed. In the race down the mountain, the Union soldiers lost allsemblance of order. Part of the division ran through the ravine ofthe Middle Fork of Tumbling Run, past the Barbe House, and on toengage the Confederates on Ramseur's Hill. The remaining soldiers ranalong an old road that put them in the rear of the Confederates'position. Grimes' Brigade of North Carolinians held off Crooks' menuntil Ricketts ordered his division forward. The Confederates quicklyrealized that they had been flanked and began streaming to the rear.General Sheridan ordered his remaining forces forward and JubalEarly's Army was soon in shambles. The Confederates abandoned 14pieces of artillery and much in the way of equipment.

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

Confederate cavalry had stopped the Unioncavalry in the Luray Valley and thus prevented Sheridan fromcapturing Early's Army. The Confederate defeat at Fisher's Hillopened the Shenandoah Valley to a Union advance that would eventuallygo all the way to Staunton. In early October, when General Sheridanbegan to withdraw, he ordered that all mills, barns, crops, forage,and livestock be either burned or destroyed. Sheridan'simplementation of "total warfare" left the beautiful ShenandoahValley a barren wasteland. The Valley could no longer feed Lee's Armybecause it could not even feed itself.


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TheBattle of Tom's

Brook, October9, 1864

On October 8, 1864, the ConfederateCavalry commanded by Major General Thomas Rosser sought revenge forGeneral Sheridan's "total warfare" in the Valley. The Confederateshad been angered by the destruction they had seen in the previousweek. Their main objective was to prevent any further destruction.General Rosser was called the "Savior of the Valley" by the generalpopulation of the Valley. Rosser had been sent to the Valley fromPetersburg to command the Valley Cavalry. General Rosser's commandconsisted of three brigades totaling around 2,500 men. Throughout theday of October 8th, the Confederate Cavalry had been harassing theUnion Cavalry as they withdrew down the Valley Pike. As darkapproached, Rosser stopped his division on the Back Road nearSpiker's Hill. Skirmishers were ordered out beyond Tom's Brook toMount Olive. Major General Lunsford Lomax's Division and a battery ofhorse artillery (around 1,000 men) were camped on both sides of theValley Pike behind Jordan Run and a little south of Tom'sBrook.

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

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

Near daybreak Lowell's Brigade, ofMerritt's Division, moved forward to Tom's Brook by the Valley Pikeand joined Lomax's line. Kidd's Brigade rode north to Tom's Brook toaid General Custer. Devin's Brigade moved out and over theHarrisville Road to the area of St. John's Church. Devin, whilemaintaining a connection with the Union troops on the Valley Pike,extended a skirmish line to Kidd's Brigade on hisright.

General Rosser had ordered most of histroops 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 stonefences and simple field works. The line of battle placed Munford onthe left, Payne in the center, and the Laurel Brigade on the right.The Confederate artillery was deployed on Spiker's Hill behindbarricades. A group of mounted reserves was also on the hill. GeneralRosser used mounted skirmishers to extend the right of his linetoward Middle Road.

General Custer advanced forward againstthe main Confederate position with three regiments of dismountedskirmishers, followed by Well's Brigade and three more regiments ofmounted troops. The Union artillery was deployed on the hill in frontof present-day St. Matthew's Church. Once deployed, the artilleryopened against the Confederate artillery on Spiker's Hill. As Kiddmoved into position on Custer's left, General Custer extended hisright flank along the shoulder of Little North Mountain. A battery ofartillery was dispatched to support this movement. Kidd drove backRosser's skirmishers and deployed another battery of artillery thatwas able to enfilade the Confederate line. The Confederates wereforced to pull their line into a horseshoe around the front ofSpiker's Hill. A regiment of Union Cavalry appeared on a hill thatoverlooked the Sand Ridge Road and the right and rear of GeneralRosser's Confederates. General Rosser, realizing the threat to hiscommand, immediately ordered a withdrawal. The Confederates ran toquickly mount their horses and escape. As this was happening, Wells'Brigade attacked Spiker's Hill from the Back Road. At the top of thehill, Wells' Brigade encountered Munford's men and a brief but fiercefight took place. Rosser's men took any avenue of escape open tothem. Confederates raced down Black Road, Sandy Ridge Road, andMiddle Road. The road didn't matter as long as it was headed towardWoodstock. Custer's and Kidd's troopers gave chase.

As all of this was taking place, fightingcontinued on the Valley Pike. Lowell's Brigade forced theConfederates back to Jordon Run. Lowell ordered his men to deploy onboth sides of the Valley Pike. They were supported on the right bythe 1st Michigan; and to the far right, Devin's men maneuvered intoposition. Confederate General Lomax counterattacked and drove theUnion troops back to Tom's Brook. Lowell attacked until he wasstopped by artillery. When Devin was finally in position to flankboth Rosser and Lomax, the action reached a point that forced Lomaxto withdraw and retreat up the Valley Pike toWoodstock.

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


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TheBattle of CedarCreek

October 19, 1864

The Battle of Cedar Creek rivals TheBattle of Opequon (Third Winchester) in its size and intensity. Bothare listed as major battles in the Civil War. It also was thecrushing blow to the Confederacy in the Shenandoah Valley. Sheridan'ssuccess in the Valley and Sherman's success in the Atlanta Campaigngreatly aided President Lincoln in his bid forreelection.

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

The deployment of The Army of theShenandoah in camp was as follows: Tobert's Cavalry (BrigadierGeneral Wesley Merritt's Division) was camped near Nieswander's Fort;Brigadier General George Custer's was camped in the area of BackRoads; at the Cedar Creek crossing near Hite's Chapel the VI Corpswas on the far right of the Union infantry on the hills north ofMeadow Brook; Crook's Corps and an attached provisional divisioncommanded by Brigadier General John Howard Kitching were camped southand east of the Valley Pike; and the XIX Corps was camped on thebluffs above Cedar Creek from Meadow Brook to the Valley Pike Bridge.The armies' wagon trains were parked west of Belle Grove near thePike. Of the three corps , two were entrenched. On the Union's leftflank was the North Fork of The Shenandoah River and the roughterrain in front of Massanutten Mountain. This area was picketed byUnion cavalry. Bucton Ford and the Front Royal Roads were alsocovered by the Union cavalry.

On the day of October 17th, Major GeneralJohn Gordon and Jedediah Hotchkiss (Stonewall Jackson's famous mapmaker) climbed to the top of Massanutten Mountain to Signal Knob toscout the Union position at Cedar Creek. As they observed anddiscussed the Union position, a daring plan took shape. They returnedto Lt. General Jubal A. Early and shared this plan to flank the UnionArmy at Cedar Creek. General Early approved the plan and on the nightof October 18th the plan was set into motion.

Into the dark night marched the threedivisions of the Second Corps of the Army of Northern Virginia. Thesedivisions were led by Gordon, Ramseur, and Pegram. General Gordonserved as the overall commander of this group. The divisions crossedthe North Fork of the Shenandoah River east of Fisher's Hill, andfollowed a narrow path along the face of Massanutten Mountain. Thispath was so narrow that often the men were forced to go into a singlefile in order to proceed. They followed the Manassas Gap Railroad toan area opposite McInturff's and Colonel Bowman's Ford. They quicklyovercame and captured the Union pickets in this area. TheConfederates then recrossed the North Fork of the Shenandoah Riverand continued north on a farm lane past Colonel Bowman's house to thearea near the Cooley House. At this point the divisions faced leftand formed a battle line beyond the left flank of General Crook'sCorps. Gordon's men had performed this feat under the cover ofdarkness. They were in position by 4:00 a.m.

Even as Gordon's men were getting to theirposition, Kershaw's and Wharton's Divisions, accompanied by theConfederate artillery, were moving down the Valley Pike. TheConfederates continued past Spangler's Mill and through Strasburg.General Early's and Kershaw's Division went to the right on the roadto Bowman's Mill Ford. Wharton's Division continued on the ValleyPike to Hupp's Hill. After arriving at these locations, each divisionprepared for the early morning attack. The Confederate cavalry was tomove in conjunction with the infantry. Rosser was ordered to take theBack Road to Cupp's Ford, and Lomax was to move by the FrontRoyal-Winchester Road and then cross the Valley Pike in the area ofNewtown (Stephens City). Lomax failed to follow the directions of hisorders. The Confederate's artillery was to wait on the Valley Pike tosee how the battle developed.

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

At 5:30 a.m. the large number ofstragglers that were running across the Valley Pike quickly alertedEmory of the early morning's disaster. Emory quickly withdrew his menfrom their former positions and attempted to form a line parallel tothe Valley Pike. Wharton's men crossed Cedar Creek at Stickley's Milland took the heights and 7 Union guns. The rest of the Unionartillery managed to escape. General Wright ordered Colonel ThomasWilde's men to deploy in a line to the east of the Valley Pike andand attempt to stop the Confederate attack. As General Wrightdirected their advance, he was wounded in the chin. Colonel StephenThomas of the XIX Corps moved to high ground east of the Valley Pikeand attempted to make a stand. His men fired volley after volley intothe fog. This unit suffered very high casualties. The stand of thesetwo brigades bought the Union some much needed time, allowing theUnion wagon trains to move from Belle Grove to the north. The forwardUnion units were driven back to Belle Grove as the morningadvanced.

The VI Corps quickly deployed to attemptto stem the Confederate advance. The XIX Corps tried to reorganize onRed Hill. Ricketts' Division formed a battle line on Cedar Creek andfought an isolated but fierce battle with Kershaw's Division.Wheaton's Division moved to the high ground in the fields north ofBelle Grove. Gordon quickly attacked Wheaton. Finally the fog liftedand 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 alongMiddle Brook Road.

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

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

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

Around 3:00 p.m. Merritt's men advanced onthe Union left and applied pressure to the Confederate right flanknorth of Middletown. The Confederate skirmish line was forced back tothe main Confederate line located along the Miller Mill Road. On theConfederate left, Custer's men moved into position; and aided by theXIX Corps, launched an attack against Gordon and Kershaw. Custercontinued to extend his line to the west beyond Middle Marsh Brookand forced the Confederate line to stretch and in the process becomeeven thinner. Next, Custer attacked Gordon in force and overran hisdivision, forcing Gordon's men to flee. As Custer continued to push,the Confederate line began to falter from the west to the east. Thisplaced even more pressure on the center of the Confederate line andRamseur's command.

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

With the Confederate retreat, Custer'sDivision raced along the Middle March Brook and reached the rear ofthe Confederate Army. The Union cavalry pursued the Confederate Armyuntil dark. The bridge at Spangler's Mill collapsed and resulted inEarly's loss of almost all of his artillery and many of theConfederate wagons. The Union cavalry captured 43 cannons, over 200wagons, and a large number of prisoners. The Confederate Army lostover 10 battle flags during the Battle of Cedar Creek, a loss thatspeaks volumes about the spirit and state of theConfederates.



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CivilWar Touches All

In The Shenandoah


Even today, those living in theShenandoah Valley cannot help but be touched by the history thatsurrounds them. Each step one takes upon the Valley's fertile soilretraces the footprints of the past. One can't help but drift back toa time when the tranquility and beauty of the Shenandoah were brokenby the sounds of the guns of the Civil War. It was a time whenbrother fought against brother, neighbor against neighbor, and noliving person escaped the horror of war. To better understand thattime, one needs to reflect on what life must have been like for thoseliving in those very trying, unsure times.

The majority of the peopleliving in the Valley in the 1860's did not want war; but when warcame, they answered Virginia's call. Fathers, husbands, sons, andbrothers all marched off to defend their native state and theirhomes. 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 weresmall farmers, merchants, teachers, doctors, ministers, and all ofthe other professions that you would find in small towns during thistime period. As they joined the armies of their convictions, only oldmen, women, and children were left to maintain the home front intheir absence.

With the first battles of theCivil War came the first realization of the horrors of war as thedead and wounded were returned to their loved ones. Robert T. Barton,a resident of Winchester, wrote following the First Battle ofManassas,"I saw the rough farm wagons that brought them back in roughboxes, through the straw, in the bed of the wagon. We had begun torealize what war was." The remaining four years of the War wouldnever let them forget.

Over the years, many of theValley's residents experienced life in a territory that was one dayin the hands of Confederate army and the next day occupied by theUnion army. The simple pleasure of visiting relatives often meantcrossing enemy lines. Battles raged up and down the Valley as itspeople just tried to survive. Crops were planted, only to be marchedover 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 thepeople of the nearest town. Women became nurses out of necessity.Cornelia McDonald wrote of her experience in Winchester following theBattle of Kernstown,"When a doctor asked me to wash the wounds of asoldier whose eyes and nose had been shot away, I became faint." Allromantic notions of war quickly vanished as the people of the Valleybecame acquainted with it on a first name basis.

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

No hardship of war couldcompare to the loss of loved ones. Almost every family was touched bythe hand of death during the war years. Black became the color of theValley as it mourned the passing of an era and a way oflife.

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Resourcesfor Civil War

in theShenandoah


War Times Magazine WebSite

Blue and Gray Magazine WebSite

National Parks Service WebSite

Valley of the Shadow WebSite

VMI Civil War WebSite

The Battle of New Market byWilliam C. Davis

The Image of War:1861-1865, TheNational Historical


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ThisWeb Page was created by Linda Ervin for all who love history and thestudents of Rockingham County Public Schools. May we learn from thepast that history may never need to repeat itself.

Pleaselet me know your reactions to this site, that we might work togetherto improve it. Also let me know if you see any copyright violations,that I may take immediate action to correct them.


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