The U.S. Army Campaigns of the Civil War

Shenandoah 

Valley Camp ign

the

 March – November 1864
CMH Pub 75–14

Cover: The Battle of Cedar Creek, by Julian A. Scott (Vermont State Curator)
by

Raymond K. Bluhm Jr.

Center of Military History

United States Army

Washington, D.C., 2014

Shenandoah 

Valley Camp ign

the

 March – November 1864

5

Introduction

Although over one hundred fifty years have passed since the 

start of the American Civil War, that titanic conflict continues to 

matter. The forces unleashed by that war were immensely destructive because of the significant issues involved: the existence of the 

Union, the end of slavery, and the very future of the nation. The 

war remains our most contentious, and our bloodiest, with over 

six hundred thousand killed in the course of the four-year struggle. 

Most civil wars do not spring up overnight, and the American 

Civil War was no exception. The seeds of the conflict were sown 

in the earliest days of the republic’s founding, primarily over the 

existence of slavery and the slave trade. Although no conflict can 

begin without the conscious decisions of those engaged in the 

debates at that moment, in the end, there was simply no way to 

paper over the division of the country into two camps: one that 

was dominated by slavery and the other that sought first to limit 

its spread and then to abolish it. Our nation was indeed “half slave 

and half free,” and that could not stand. 

Regardless of the factors tearing the nation asunder, the 

soldiers on each side of the struggle went to war for personal 

reasons: looking for adventure, being caught up in the passions 

and emotions of their peers, believing in the Union, favoring 

states’ rights, or even justifying the simple schoolyard dynamic 

of being convinced that they were “worth” three of the soldiers 

on the other side. Nor can we overlook the factor that some went 

to war to prove their manhood. This has been, and continues 

to be, a key dynamic in understanding combat and the profession of arms. Soldiers join for many reasons but often stay in the 

fight because of their comrades and because they do not want to 

seem like cowards. Sometimes issues of national impact shrink 

to nothing in the intensely personal world of cannon shell and 

minié ball.

Whatever the reasons, the struggle was long and costly and 

only culminated with the conquest of the rebellious Confederacy, 
6 

the preservation of the Union, and the end of slavery. These 

campaign pamphlets on the American Civil War, prepared in 

commemoration of our national sacrifices, seek to remember 

that war and honor those in the United States Army who died to 

preserve the Union and free the slaves as well as to tell the story of 

those American soldiers who fought for the Confederacy despite 

the inherently flawed nature of their cause. The Civil War was our 

greatest struggle and continues to deserve our deep study and 

contemplation.

 RICHARD W. STEWART

 Chief Historian
7

Shenandoah Valley Campaign

March–November 1864

Strategic Setting

As 1864 began, the outlook was grim for Confederate 

President Jefferson Davis and his generals. The encouraging 

victories in 1863 at Chancellorsville, Virginia, and Chickamauga, 

Georgia, were diminished by the repulse of General Robert E. 

Lee’s Army of Northern Virginia at Gettysburg, Pennsylvania, 

and by the fall of Vicksburg, Mississippi. The signs were clear that 

the Confederacy had lost the strategic initiative. Davis now had 

to conserve Southern resources to fight a defensive war. He had 

to hope that either Union defeats in 1864 would bring the North 

to the negotiation table or that a war-weary Northern electorate 

would oust President Abraham Lincoln from office in November 

and replace him with someone willing to make peace. 

On the other hand, the strategic outlook for the Union in 

1864 was promising. The previous year had ended on a positive 

note. The Federal Army of the Potomac had fended off Lee’s 

northern invasion and forced the rebels to retreat to central 

Virginia. In the Western Theater, three Federal armies coordinated by Maj. Gen. Ulysses S. Grant had won a signal victory at 

Chattanooga, Tennessee, in November 1863 and were pressing 

toward the Confederate industrial and rail center at Atlanta, 

Georgia. Impressed by Grant’s aggressive command style and 

success, Lincoln brought him to Washington in early March 1864 
8 

to take command of all Federal armies. He promoted Grant to the 

rank of lieutenant general and named him general in chief of the 

U.S. Army, creating unity of command for all Union field forces. 

When Grant arrived in Washington, he found Maj. Gen. 

George G. Meade’s Army of the Potomac facing Lee’s Army of 

Northern Virginia across the Rappahannock and Rapidan Rivers, 

from Fredericksburg to Culpeper, Virginia. In addition to this 

main area of operations was Virginia’s Shenandoah Valley, a critical 

region for both sides west of the Blue Ridge Mountains. 

The Shenandoah Valley

Geography gave the Shenandoah Valley, or simply “the 

Valley,” a unique strategic role in the Civil War. The Valley extends 

for about one hundred sixty miles through western Virginia and 

into West Virginia between the Blue Ridge Mountains on the east 

and the Allegheny Mountains on the west. The northern or “lower” 

end of the Valley terminates in West Virginia at the Potomac 

River. At approximately midpoint, Massanutten Mountain divides 

the Valley lengthwise for about sixty-five miles into two narrow 

parallel valleys. The west valley retains the name Shenandoah 

Valley, while the east valley is usually called the Luray Valley. Since 

the Valley offered any invading rebel force a covered approach to 

Massanutten Mountain, by Edwin Forbes

(Library of Congress)
9

Washington, Baltimore, and other Northern cities, Lincoln and 

his generals watched for Confederate activities in the Shenandoah 

and the threat they might pose to the U.S. capital. In fact, Lee’s two 

invasions of the North in 1862 and 1863 had used this route. 

In the 1860s, the Valley had a relatively well-developed road 

and rail network. The Valley Pike, the state’s only hard-packed 

rock or “macadamized” road, ran the length of the Valley. The 

Shenandoah Valley also had several functioning railroads and a 

nearby canal. The Union-controlled Baltimore and Ohio (B&O) 

Railroad ran along the banks of the Potomac River at the north 

end of the Valley, along with the parallel Chesapeake and Ohio 

(C&O) Canal. Together the Baltimore and Ohio Railroad and 

C&O Canal were the backbone of the main Federal supply 

line from the Midwest. Their protection was a top priority for 

Lincoln. 

Most agricultural supplies, textile goods, and raw materials 

bound for the eastern Confederacy came by train. The Virginia 

Central Railroad’s tracks connected Richmond to the Shenandoah 

Valley and on to Covington in the Allegheny Mountains. Another 

railroad, the Virginia and Tennessee, ran northeast from Tennessee 

into southwestern Virginia, crossed the New River on a massive 

wooden bridge, and continued east to Lynchburg and Richmond. 

The Virginia and Tennessee trains went as far south as Atlanta, 

linking Richmond with the western Confederate states. A section 

of the Orange and Alexandria Railroad on the eastern slope of the 

Blue Ridge Mountains connected Lynchburg and Charlottesville. 

The combination of a developed transportation network; agricultural productivity; the presence of iron, lead, and salt mines; and 

its usefulness as an easy south-north avenue to both Washington 

and Richmond made the Valley and southwest Virginia a valuable 

asset for the Confederacy to protect and the Union to control. 

Grant’s Grand Campaign Plan

Within days of his appointment as general in chief, Grant 

prepared a major spring campaign. He hoped to take advantage 

of the Union Army’s numerical superiority with a coordinated 

offensive that would strike the Confederates simultaneously on 

several fronts. He envisioned the Federal armies as three great 

strategic “wings”—left, center, and right. The left wing was the 

Army of the James concentrated near Yorktown, Virginia, and 

commanded by Maj. Gen. Benjamin F. Butler. It was to march 
10 

up the James River to approach Richmond from the southeast. The right wing, which consisted of Maj. Gen. William 

T. Sherman’s western armies in Georgia and Tennessee, was 

ordered to advance against Atlanta. Grant’s center wing was 

Meade’s Army of the Potomac located along the Rapidan River 

northwest of Richmond. That army was to make the main 

Federal thrust against Lee and Richmond. However, it was on 

a political tether that required it to be interposed between Lee 

and Washington, D.C. 

In a secondary role to support Meade’s Union offensive was 

the Department of West Virginia, located west of the Blue Ridge. 

Grant intended its units to disrupt Lee’s supply lines by cutting 

the railroads in western Virginia, with the added goal of drawing 

some of Lee’s forces away from Richmond. Newly appointed Maj. 

Gen. Franz Sigel commanded the department. Sigel had been 

educated at a German military academy and saw brief service in 

the European revolutions of 1848. After fleeing to America, he 

lived in St. Louis, Missouri, and enjoyed strong connections to the 

large German community. 

Despite poor military performances in several previous 

campaigns, Sigel’s political 

connections were strong enough 

to protect him from relief from 

duty. Although the Department 

of West Virginia was a military 

backwater, Sigel’s department 

was nonetheless a complex and 

difficult one to command. Most 

of his forces were short-term 

volunteers or state troops strung 

out in small detachments to 

protect the Baltimore and Ohio 

Railroad in western Maryland 

and northern West Virginia. His 

outposts also acted as an alarm 

for any Confederate invasion 

across the Potomac. Given 

Sigel’s reputation and limited 

resources, Grant expected little 

General Sigel

(Library of Congress)
11

from him in the way of support but was determined to use all possible 

assets in his grand campaign.

In early April, Grant began issuing detailed orders for the 

upcoming campaign, and on 4 May 1864 the great offensive began. 

“The Armies were now all ready to move,” Grant observed, and 

“they were acting as a unit so far as such a thing was possible over 

such a vast field.” The Army of the Potomac crossed the Rapidan 

and marched to challenge Lee in the area west of Fredericksburg 

known as the Wilderness. Sigel also made preparations to participate in the upcoming operations.

Initial Movements and Preparations

Other than small raids and skirmishes, there had been little 

military activity in the Valley since Lee’s army passed through it in 

July 1863. Confederate Brig. Gen. John D. Imboden led the small 

Valley District Brigade with less than three thousand men in scattered locations to keep watch on Union activities and, if given the 

chance, to raid the Baltimore and Ohio trains, tracks, and depots. 

In addition, Confederate partisan units led by Lt. Col. John S. 

Mosby and Capt. John N. McNeil threatened Union rear areas and 

made forays against small Union detachments.

Davis and Lee worried about a threat to their Valley supply 

lines, but, faced with an anticipated Union offensive against 

Richmond, they had few resources to spare for their security. In 

February 1864, Davis appointed Maj. Gen. John C. Breckinridge 

to command the Confederate Department of Western Virginia, 

which included Imboden’s district, with responsibility to defend 

the Shenandoah Valley, protect the railroads, and block any Federal 

attempt to approach Richmond from the west. Breckinridge had 

served in the Mexican War without seeing action. He had later 

entered politics and had served as U.S. vice president (1857–1861) 

and then as a U.S. senator from Kentucky until he joined the 

Confederacy in 1861. Breckinridge’s headquarters was at Dublin, 

in southwestern Virginia. His department roster listed about eight 

thousand men, including Imboden’s brigade. To bolster the Valley’s 

defenses, Brig. Gen. John H. Morgan’s brigade of cavalry came 

from Tennessee to protect the Virginia and Tennessee Railroad and 

valuable lead mines near Wytheville, Virginia. 

Sigel also took command of his department in March 1864, 

with headquarters at Cumberland, Maryland. He brought along 

two fellow Germans from his old staff—Brig. Gens. Max Weber 
12 

and Julius Stahel. Weber became Sigel’s chief of staff, while the 

Hungarian born Stahel was named chief of cavalry with the rank 

of major general. At mid-March, Sigel’s troops totaled twentyfour thousand men, most assigned to security duty for the B&O 

Railroad. Two semi-independent detachments—one of about 

thirty-five hundred infantrymen under Brig. Gen. George Crook 

and the other a cavalry brigade of nearly three thousand troopers 

led by Brig. Gen. William W. Averell—were encamped near 

Charleston, West Virginia, almost two hundred miles to the southwest. Aware of Grant’s intention for a general campaign and keen 

to participate in the action, Sigel began pulling together a third field 

force from various garrisons guarding the railroad. To strengthen 

the reduced security forces, he ordered construction of additional 

blockhouses and entrenchments at key locations along the rail line 

and at Harpers Ferry, West Virginia. 

Grant’s campaign orders arrived at Sigel’s headquarters on 29 

March, carried by Maj. Gen. Edward O. C. Ord. The new orders 

directed Sigel to assemble a force of ninety-five hundred infantry, 

General Averell

(Library of Congress)

Lithograph of General Breckinridge

(Library of Congress)
13

cavalry, and artillery with ten days’ rations at Beverly, West 

Virginia, over one hundred miles southwest of Cumberland. Under 

the command of Ord, this force would advance into the Valley to 

cut the Virginia Central Railroad at Staunton, Virginia. At the same 

time, Crook and Averell (with Crook in overall command) were 

to cut the Virginia and Tennessee Railroad, destroy the New River 

Bridge near Dublin, Virginia, and prepare to continue east to attack 

Lynchburg. Sigel was to follow Ord with the army’s wagon train of 

supplies for a rendezvous with Crook at Staunton. Ord, however, 

quickly grew impatient with Sigel’s slow pace and obtained from 

Grant a reassignment in mid-April. 

On 17 April, as Ord left, Sigel decided to take his place. He 

received new instructions from Grant for the coming campaign, 

which ordered him to make a diversionary threat against Staunton 

and the Virginia Central Railroad. Sigel was to go no farther south 

than Winchester, or perhaps Cedar Creek, ten miles farther south, 

so as to remain a protective force for Washington and the Baltimore 

and Ohio Railroad. The intent was to draw Confederate units north, 

away from Crook and Averell, who were the actual raiding forces. 

Crook’s target remained the Virginia and Tennessee Railroad 

bridge while Averell planned to destroy the large saltworks near 

Saltville, Virginia. Following their attacks, the two columns were to 

unite at Staunton. 

Before the end of April, Sigel had five divisions in his 

Department of West Virginia: two infantry, two cavalry, and a 

mixed reserve division. Sigel placed the reserve troops at Harpers 

Ferry and in outposts along the B&O route, on trains as escorts, and 

on armored railcars. He retained personal command over two field 

divisions of about seven thousand men: the 1st Infantry Division 

under Brig. Gen. Jeremiah C. Sullivan and the 1st Cavalry Division 

led by Stahel. Sigel’s other two divisions were Crook’s infantry and 

Averell’s cavalry in West Virginia. Reinforcements raised their total 

strength to some ten thousand men, but supplies were short, and 

wagons and horses were in poor condition. 

Despite Sigel’s energetic efforts, the Federal high command 

had little confidence in him. The Union Army’s chief of staff, Maj. 

Gen. Henry Halleck, wrote, “It seems but little better than murder 

to give important commands to men such as Sigel.” Nevertheless, 

Lincoln kept Sigel at his post in order to shore up political support 

among German-Americans, thousands of whom were serving in 

Union armies at the beginning of 1864.
14 

Operations

Opening Moves

On 29 April, Sigel left his camp near Martinsburg, West 

Virginia, and cautiously headed south on the Valley Pike with his 

two field divisions and a large wagon train. His troops reached 

Winchester three days later. Alerted to Sigel’s advance, Imboden 

asked Lee and Breckinridge to send reinforcements to the Valley, 

assembled his Confederate brigade at Mount Crawford, and called 

up the local militia. Imboden gathered about fourteen hundred 

men from local reserves to add to his own fifteen hundred veterans 

and then marched north to Woodstock to delay Sigel. Meanwhile, 

on 2 May, Crook began moving his infantry division toward the 

Valley from West Virginia, and Averell’s cavalry followed three 

days later. 

In early May, General Breckinridge was in a quandary. 

Confederate signal stations and scouts in the mountains to the 

west alerted him to the approach of Crook and Averell from West 

Virginia. At the same time, Sigel’s advance from the north threatened Staunton and the Virginia Central Railroad. President Davis 

and General Lee directed Breckinridge to join with Imboden to 

block Sigel’s advance, so Breckinridge immediately ordered his 

scattered units to concentrate at Staunton. The Union plan to draw 

Confederate forces away from Crook had worked (Map 1).

Meanwhile, two hundred miles to the south, Averell and 

his two thousand Union cavalrymen rode toward Saltville. As 

he neared the town early on 8 May, his scouts brought in prisoners who divulged that Brig. Gen. William E. “Grumble” Jones 

and Morgan were waiting ahead with a large Confederate force. 

Unwilling to risk a major encounter far from any reinforcements or 

logistical support, Averell turned away from Saltville and headed 

northeast toward his next objective, the lead mines and rail facilities at Wytheville. On 10 May, as Averell’s troopers rode through 

a narrow gap near Cove Mountain north of Wytheville, they ran 

into Morgan’s forty-five hundred Confederate defenders. In a fourhour cavalry battle, the Federals were unable to break through the 

Confederate defenses. As darkness fell, the combatants disengaged 

and Averell, low on supplies, withdrew northeast to find Crook.

On 9 May, after days of rain and fifty miles of hard mountain 

marching toward the Valley, Crook’s Union infantry division 

finally reached Cloyd’s Mountain, five miles from Dublin. Facing 
15

the Federals was a hastily organized Confederate force of twentyfour hundred men under Brig. Gen. Albert G. Jenkins, who had 

placed his men with a couple of cannons in positions to block 

the road as it crested a spur of the mountain. In a hard-fought 

engagement, an assault by the brigade of Col. Rutherford B. Hayes 

finally overcame the rebel defenders. The Confederates suffered 

500 casualties, including the mortally wounded Jenkins, while 

Crook lost 688 men. The remaining Confederates withdrew over 

the New River Bridge as Crook advanced into Dublin where his 

men captured a large supply depot and destroyed the Virginia and 

Tennessee tracks. 

The next day Crook burned the New River Bridge. His force 

remained in the area long enough to demolish additional miles 

of railroad track and other facilities. Despite the earlier plan to 

wait for Averell, Crook withdrew to West Virginia, later claiming 

that he had received word of a large Confederate force en route 

to attack him. Averell reached Dublin, found Crook gone, and 

continued into West Virginia, eventually joining Crook’s troops at 

Union on 15 May. 

In the lower Shenandoah Valley, Union forces began to 

move southward along the Valley Pike. Sigel’s divisions slowly 

advanced from Winchester on 9 May. By late afternoon on 11 

May, Sigel reached Woodstock, where he gained an intelligence 

coup when he found a pile of telegrams waiting for Imboden at 

the telegraph office. These messages revealed that Breckinridge 

was still at Staunton, two days away. Sigel saw that, if he moved 

fast enough, he had an opportunity to reach New Market 

and then march south to capture Staunton or move east over 

Massanutten Mountain and through the Luray Valley to support 

Grant’s operations near Spotsylvania. Sigel had not planned to 

go beyond Woodstock, but by extending himself he had a chance 

to gain some favorable attention from his superiors. He decided 

to continue his march up the Shenandoah Valley. He had at 

his disposal two brigades of cavalry under General Stahel, five 

batteries of artillery, and one infantry division led by General 

Sullivan. The foot soldiers consisted of two brigades, under Col. 

Joseph Thoburn and Col. Augustus Moor. Altogether, Sigel’s 

army numbered approximately nine thousand men.

Sigel stirred to action on 14 May. He ordered Moor to make 

a reconnaissance up the Valley Pike toward Mount Jackson, over 

twenty miles away. Since all Moor’s regiments were on detached 
Kanawha R

COVE MOUNTAIN 10 May

CLOYD’S MOUNTAIN 9 May

B R E C K I N R I D 

15 May

2 May 5 May

A V E R E L L

C R O

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E

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M

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New River Bridge

V A L L E Y P I K E

Baltimore & Ohio RR

Virginia & Tennessee RR

Buchanan

Parkersburg

Lexin

Covington

Union

Princeton

Beverly

Wytheville

Jeersonville

Saltville

Dublin

Christiansburg

Liberty Salem

Fayetteville

Charleston

WEST

VIRGINIA

OHIO

VIRG

29 April–17 May 1864

SIGEL’S DEFEAT

0 50

Miles

Union Movement

Confederate Movement

Battle

Map 1
James R

Rapidan R

Rappahannock R

Shenandoah R

Potomac R

Pot o m ac R

Cedar Creek

NEW MARKET 15 May

11 May

D G E

I M B O DEN

3 May

11 May 17 May

29 Apr

14 May

S I G E L

A I N

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V A L L E Y S H E N

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Luray Valley

M assanutten 

Mountain

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A I N

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B L U E

R I D

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R o cksh Ga p

Fort Stevens

V A L L E Y P I K E

Orange & Alexandria RR

Virginia Central RR

Leesburg

Harpers

Ferry

Lynchburg

ngton

Martinsburg

Winchester

Cumberland

Middletown

Woodstock

Edinburg

Mount Jackson

Charlottesville

Gordonsville

Port Republic

Waynesboro

Staunton

Mount Crawford

Harrisonburg

Fredericksburg

Spotsylvania

Culpeper

Mooreeld

Alexandria

WASHINGTON, DC

RICHMOND

BALTIMORE

GINIA

MARYLAND 
18 

duty, he was to take two regiments from Thoburn’s 2d Brigade. 

Although some Union cavalry was operating in advance, Moor 

would be mostly on his own with his mixed force of infantry regiments, cavalrymen, and an artillery battery of six guns. Lacking 

intelligence, maps, and scouts, his force was beyond supporting 

distance by Sigel. Despite his misgivings with the mission, Moor 

had his detachment on the pike headed south on 14 May. Near 

Edinburg, he met one of his own regiments, along with Col. John 

E. Wynkoop’s three hundred cavalry troopers and a section of 

horse artillery. This brought Moor’s combined strength to over 

twenty-three hundred men. Moor sent Wynkoop ahead to link 

up with the advanced cavalry that had already driven Imboden’s 

Confederates south out of New Market.

The Battle of New Market

Late on 14 May, Moor took up positions just north of New 

Market on Manor’s Hill. On his right (west) flank, he placed 

Capt. Chatman T. Ewing’s battery of West Virginia Artillery. In 

front of Ewing and lower down the slope, two infantry regiments 

formed Moor’s main line. Capt. Alonzo Snow’s Maryland battery 

of light artillery supported the left (east) flank. A third infantry 

regiment stood behind the main line. Moor posted Wynkoop’s 

cavalry in the town and notified Sigel that New Market was clear 

of the enemy. Sigel ordered his other units to advance before 

dawn the next morning. 

Moor anticipated an early morning attack by Imboden’s 

Confederates. At 0300 on 15 May, he called forward another of his 

brigade’s regiments that was on picket duty at Edinburg, eighteen 

miles north and at least six hours away. Back at Woodstock with 

Sigel were the remnants of Sullivan’s and Stahel’s divisions, greatly 

reduced by detachment to other duties. At 0500, Sullivan moved 

two regiments and three artillery batteries south on the pike. 

Stahel departed Woodstock later with Col. William B. Tibbits’ 

cavalry brigade, while Sigel and his staff dallied until about 0800 

before riding southward. 

Before dawn on 15 May, Breckinridge rode into Imboden’s 

camp south of New Market to take command. Following him by 

two hours were six Virginia infantry regiments in two brigades, a 

battalion of over two hundred cadets from the Virginia Military 

Institute (VMI), some dismounted cavalry, four artillery batteries, 

and a two-gun artillery section from VMI. Counting Imboden’s 
19

horsemen, Breckinridge commanded a force of about fifty-three 

hundred men and sixteen artillery pieces. 

As the rainy day opened, Breckinridge prepared his forces for 

a possible Union attack. He placed Brig. Gen. John Echols’ infantry 

brigade, which included the VMI cadets, on the left (west). He 

located Brig. Gen. Gabriel C. Wharton’s infantry brigade on the 

right (east), close to the pike, and on the far right, to the south of 

New Market, was Imboden’s brigade. 

Breckinridge was unsure of the size of the Union force he 

faced. He tried to draw out Moor with artillery fire and cavalry 

probes. Although Moor’s guns returned fire, he refused to commit 

to full battle. His mission had been reconnaissance, and, now that 

the enemy was located, Moor wisely chose to wait for Sigel and the 

main Union force. About 0830, Stahel arrived in New Market with 

Tibbits’ cavalry brigade. Moor passed field command to the more 

senior Stahel and returned to fight with his detachment. Displeased 

with Moor’s disposition of troops, Stahel began relocating them, 

which caused confusion and uncertainty in the Union ranks. Wary 

of the situation and unaware when Sigel or reinforcements would 

arrive, Stahel soon withdrew his cavalry from New Market.

Finally, at 1000, Breckinridge lost his patience: “I have offered 

him battle and he declines to advance. We can attack and whip 

them here, and I’ll do it.” The Confederate general formed an 

echeloned assault line of almost forty-two hundred men hidden 

by the hills and misty rain. About 1100, the Confederate infantry 

advanced across the soggy ground toward the Union position at 

double-quick time through Union artillery fire to reach temporary 

safety in a low area at the base of Manor’s Hill. The four companies of inexperienced cadets, however, marched at a slower pace 

in a mass formation, making easy targets and suffering their first 

casualties. Echols and Imboden advanced on the right toward New 

Market. The southern brigades then rested while Breckinridge 

repositioned most of his artillery to a location near the pike. 

General Sigel galloped onto the field about 1200, just as the 

Confederate advance resumed. When Moor’s line began to waver 

under the Confederate artillery fire, Sigel decided to withdraw 

about a half mile north to new positions closer to Bushong’s Hill. 

As Moor’s infantry moved back, some men became disorganized 

or disheartened and continued to the rear, all the while under 

artillery fire from Breckinridge’s guns. By 1400, Sigel’s battered 

regiments had regrouped on Bushong’s Hill where three artillery 
20 

batteries massed on the higher west flank. In the Union center 

were four infantry regiments, and on the left flank east of the pike 

Stahel had re-formed his cavalry division. 

In pouring rain, Breckinridge ordered a general assault. On 

the left, Wharton’s brigade with the VMI cadets moved forward, 

while Echols advanced on the east side of the pike. As Wharton’s 

infantry appeared, the Union artillerymen fired their guns with 

double canister. The blast halted the attack. Near the Bushong farm, 

the advancing Confederates took heavy casualties and sought cover 

near the farm’s fences. One regiment fought forward a hundred yards 

or so before it was forced back, leaving a gap in the Confederate 

line. Breckinridge had already committed his reserve battalion, and, 

advised that his attack was about to fail, he was compelled to send in 

the VMI cadets: “Then put the boys in . . . and may God forgive me.” 

About 1500, Sigel detected a wavering in the Confederate line 

and ordered a counterattack, but battle noise and Sigel’s shouting 

orders in German caused many of his commanders to misunderstand him. In the chaos of combat, he became distracted with 

placing regiments and lost control of his battle line. The rebels 

quickly repulsed Sigel’s uncoordinated attack. At the same time 

on the Union left, Stahel sent his two thousand cavalrymen in a 

charge against the Confederate cannons and infantry on the pike, 

but double-loaded canister and heavy rifle fire wrought havoc on 

the Union men and horses, stopping the assault in its tracks. 

Meanwhile, to protect his artillery from the Confederate fire, 

Sigel ordered his batteries to pull back to a new position. With 

Union fire now slackened, Breckinridge saw his opportunity and 

ordered the general attack resumed. Wharton’s brigade, reinforced 

by the VMI cadets, swept forward into the Union line. Thoburn’s 

and Moor’s regiments fell back, as some made a fighting retreat to 

the guns while others broke and ran. Fortunately for Sigel, Capt. 

Henry A. du Pont had positioned his battery along the pike behind 

the battle line and provided covering fire for the retreating troops 

as the Union line collapsed. Sigel decided to withdraw his defeated 

army entirely. 

Breckinridge halted the Confederate advance to regroup his 

disorganized and tired troops, which gave Sigel enough time to retreat 

northward with his supply train intact. He arrived at Cedar Creek 

on 17 May, having lost over eight hundred men, including many 

abandoned wounded, and five cannons. Breckinridge lost about five 

hundred thirty killed and wounded, including sixty-one cadets. 
21

The Union defeat at New Market restored Confederate control 

of the Shenandoah Valley and allowed Southern troops to move to 

more threatened scenes of action. Lee ordered Breckinridge and 

his division to help defend Richmond and sent Morgan back to 

Tennessee. The VMI cadets returned to Lexington, and Imboden 

was again left with his small brigade to guard the Valley. 

Hunter’s Operations: From Piedmont to Lynchburg

Upon receiving news of the Union defeat at New Market, 

Lincoln and Secretary of War Edwin M. Stanton suggested 

replacing Sigel with Maj. Gen. David Hunter. General Grant 

quickly agreed: “By all means, I would say appoint General Hunter 

or anyone else to the command.” Hunter was a West Point graduate 

and had served in the Mexican War. Early in the Civil War he had 

advanced in rank to major general of volunteers and division 

commander. An ardent abolitionist and vocal Lincoln supporter, 

he was wounded at First Bull Run in 1861 and then served in 

Missouri and Kansas. 

After Sigel was relieved of command on 19 May, Hunter 

arrived at his headquarters near Cedar Creek two days later with 

orders from Grant to take command of the Department of West 

Virginia and regain control of the Valley. Specifically, he was to 

cut Lee’s western supply line 

by seizing Staunton, blocking 

the Virginia Central line, and 

then turning east to capture 

the key rail and road junctions at Charlottesville and 

Gordonsville. Grant also hoped 

Hunter’s operations would 

draw at least an equal-sized 

Confederate force away from 

Lee’s army confronting the Army 

of the Potomac. Lincoln, with a 

political eye on his GermanAmerican supporters, asked 

Hunter to “retain the Dutch in 

some position, if possible,” so 

Hunter assigned Sigel to lead 

his reserve division and tasked 

Weber to command the Harpers 

General Hunter

(Library of Congress)
22 

Ferry garrison. He wanted to replace Stahel and Sullivan, neither 

of whom had performed well at New Market, but Halleck refused 

the request. 

Union reinforcements arrived at Cedar Creek in the days 

after New Market, which brought Hunter’s field strength to about 

eighty-five hundred men and twenty-one cannons. In West 

Virginia, Crook and Averell also received some fresh troops, 

horses, and supplies and prepared their forces to join Hunter at 

Staunton (Map 2). 

On 23 May, Hunter’s army advanced to Woodstock where 

the general received further orders from Grant to destroy key 

Confederate logistical facilities, including Charlottesville and 

Lynchburg. After that, Hunter was either to return to the Valley 

or to continue east to link up with the Army of the Potomac. 

The Federals entered New Market on 29 May and halted there 

for two days. Hunter’s offensive prompted General Lee to call 

for reinforcements to defend the Valley. In response, General 

Jones, whose three thousand Confederates were camped around 

Wytheville, prepared to move northward to stop Hunter’s 

advancing column. 

Hunter continued south and occupied Harrisonburg on 2 

June, expecting to join with the troops under Crook and Averell, 

even firing signal rockets into the air at night to alert the two 

cavalry commanders of his army’s location. Hunter’s chief of 

staff, Col. David H. Strother, suggested leaving the pike and going 

southeast from Harrisonburg toward Port Republic. This would 

avoid having to force a crossing of the North (now Maury) River 

through Confederate defenses south of Harrisonburg. At Port 

Republic, Hunter could cross the Shenandoah River and capture 

Waynesboro, thus cutting the Virginia Central Railroad passage 

through the Blue Ridge to Charlottesville. The Union commander 

accepted Strother’s plan.

While Hunter paused for two days at Harrisonburg, Grumble 

Jones arrived to take command at Imboden’s camp near Mount 

Crawford on 4 June. He brought two infantry brigades with artillery, and, shortly thereafter, Brig. Gen. John C. Vaughn arrived 

with a Tennessee cavalry brigade. The assembled Army of the 

Valley District numbered about forty-five hundred men and two 

batteries of artillery. The rebel commanders agreed to attack the 

separated Union forces before Hunter, Crook, and Averell could 

unite at Staunton. 
23

Early on 4 June, Hunter started his army moving again and 

sent his engineer, 1st Lt. John R. Meigs, with a cavalry force south 

on the pike toward Staunton as a deception. The rest of the army 

turned southeast toward Port Republic, where it captured a wagon 

train and destroyed Confederate supplies. But while Hunter’s 

troops marched to Port Republic, Imboden had moved to Mount 

Meridian, about three miles south of Port Republic, to block the 

Federals’ progress. Jones and the main rebel army moved about 

seven miles west of Hunter on the Valley Pike, cutting off that 

direction. With the Shenandoah River at his back, Hunter now had 

Confederate forces in his path to Waynesboro to the south and 

Staunton to the west.

Of further concern, Hunter’s troops still had not met with 

the divisions of Crook and Averell as expected. Days earlier, on 

30 May, Crook put his division on the road from Lewisburg, West 

Virginia to Staunton, and Averell followed with his 2d Cavalry 

Division on 2 June. However, the passage over the West Virginia 

roads was slow and difficult, made worse by constant harassment 

by Confederate skirmishers from the mounted brigades of Brig. 

Gen. John McCausland and Col. William L. Jackson. As Hunter 

crossed the South River at Port Republic, both Crook and Averell 

were still days away from Staunton.

Early on 5 June, Hunter set his command marching south from 

Port Republic. At 0500, Stahel’s 1st Cavalry Division led the column 

on the road toward Waynesboro through a misty rain. Sullivan’s 

infantry followed with two brigades, under Moor and Thoburn. An 

hour later Union scouts detected Imboden’s rebel pickets and opened 

fire, catching the rebels by surprise. The Confederates retreated and 

both sides committed more troops in a confused pistol-saber mêlée. 

Finally, the Virginians broke and fled. One Union cavalryman 

recalled that “the Johnnies immediately started on southward and a 

sort of go-as-you-please fight conducted at all velocities from a dead 

stop to a rattling gallop ensued.” 

Imboden rallied his men north of the village of Piedmont, 

ten miles from Waynesboro, and deployed in an open area on the 

east side of the road. General Jones had taken a defensive position 

there with fifty-five hundred men to face Hunter’s Federals, who 

numbered about eighty-five hundred troops. When Jones arrived, 

Imboden advised withdrawal to a better position, but Jones 

refused, saying that they would fight there and that he “can whip 

Hunter anywhere.”
LE

11 Jun

30 May

21 Jun

14 Jun

15 Jun

30 Jun

4 Jul

A V E R E L L

C R O O K

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V A L 

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V A L L E Y P I K E

Baltimore & Ohio RR

Virginia & Tennessee RR

Buchanan

Parkersburg

Covington

Lewisburg

Union

Princeton

Beverly

Wytheville

Jeersonville

Saltville

Dublin

Christiansburg

Liberty Salem

Fayetteville

Charleston

PENNSYL V ANIA

WEST

VIRGINIA

VI

OHIO

Map 2

LE

11 Jun

30 May

21 Jun

14 Jun

15 Jun

30 Jun

4 Jul

A V E R E L L

C R O O K

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Lewisburg

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Princeton

Beverly

Wytheville

Jeersonville

Saltville

Dublin

Christiansburg

Liberty Salem

Fayetteville

Charleston

PENNSYL V ANIA

WEST

VIRGINIA

VI

OHIO
PIEDMONT 5 Jun

EXINGTON 11 Jun

LYNCHBURG

18 Jun

6 Jun

2 Jun

5 Jun

29 May

23 May

9 Jul

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t e r

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Pot o m ac R

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V A L L E Y P I K E

Fort Stevens

Orange & Alexandria RR

Virginia Central RR

Leesburg

Alexandria

Harpers

Ferry

Martinsburg

Winchester

Cumberland

Middletown

Woodstock

Mount Jackson

New Market

Charlottesville

Gordonsville

Trevilian

Station

Port Republic

Mount Meridian

Waynesboro

Staunton

Harrisonburg

Mount Crawford

Fredericksburg

Culpeper

Mooreeld

WASHINGTON, DC

RICHMOND

BALTIMORE

A

RGINIA

MARYLAND

21 May–9 July 1864

HUNTER MOVES THROUGH THE VALLE Y

0 50

Miles

Union Movement

Battle
26 

Hunter deployed his troops in front of the rebel lines, with 

Moor on the right (west) and Thoburn on the left, and massed his 

artillery to fire on Jones’ position. Around 1200, Moor’s reinforced 

brigade charged the Confederate left and center several times, but 

Jones countered the Union assault, followed by heavy fighting in 

the fields north of the town. Wynkoop’s cavalry brigade dismounted 

and joined Moor’s brigade on the right for a renewed attack. 

Meanwhile, Colonel Thoburn led an attack on the rebels’ right 

flank with three Union regiments moving into a gap in the enemy 

lines caused by Jones when he earlier shifted troops to the left to 

meet Moor’s attacks. Thoburn’s Federals hit the Confederate line 

from a concealed position in a ravine. After severe fighting and 

an unsuccessful attempt by the Confederates to stem the Union 

advance with reserves, Jones’ men began to flee to the rear in panic. 

During this chaos General Jones was killed. Union cavalry troops 

captured almost one thousand prisoners and three cannons. A 

section of Imboden’s artillery and part of Vaughn’s rebel cavalry 

managed to take a delaying position south of Piedmont and 

stopped the Federal cavalry from further pursuit of the retreating 

Confederate army. Union losses were about eight hundred fortyfive killed, wounded, or captured, while the Confederates lost over 

six hundred fifty killed and wounded and about one thousand 

captured. It was the most significant Union victory in the Valley 

to date.

After Vaughn notified Lee of the defeat at Piedmont, Lee ordered 

Breckinridge to move his division west from near Richmond to 

defend Rockfish Gap, the most direct route through the Blue Ridge 

to Charlottesville. Breckinridge put his small division on the road, 

while Vaughn and Imboden retreated to Waynesboro. In a message 

to Davis, Lee warned that “if we cannot restrain the movements of 

the enemy in the Valley, he will do us great evil.” 

Hunter’s army spent the night at Piedmont and then marched 

to Staunton on 6 June. Crook and Averell arrived there from 

Lewisburg on 8 June, which brought Hunter’s strength to about 

eighteen thousand men and thirty artillery pieces. Meanwhile, 

Hunter made several command changes. Brig. Gen. Alfred N. 

A. Duffie, a former French army officer, replaced Stahel as the 

cavalry division commander when the latter went to Martinsburg 

to recover from a wound he received at Piedmont. Col. George D. 

Wells replaced Augustus Moor as commander of 1st Brigade, 1st 

Infantry Division, when Moor returned to Ohio with his regiment. 
27

On 9 June, Hunter held a council of war with his senior 

officers. Although Grant wanted Hunter to cross the Blue Ridge at 

Rockfish Gap and rendezvous with Maj. Gen. Philip H. Sheridan’s 

command, Hunter learned that Breckinridge was holding the gap 

with a “strong” force. Strother and Averell advised Hunter to instead 

march thirty-five miles south to Lexington. From there Hunter 

could continue south to Buchanan on the James River, where he 

could follow a road to cross the Blue Ridge Mountains at the Peaks 

of Otter, and then on to Liberty (now Bedford), west of Lynchburg. 

Hunter decided on the Lexington-Buchanan-Liberty option and, 

early the next morning, had his army march south. Unknown to 

Hunter, the next day Sheridan turned back east after a hard-fought 

battle with Confederate cavalry at Trevilian Station, twenty-five 

miles east of Charlottesville. 

Hunter’s divisions moved along four roughly parallel routes. 

On the east next to the Blue Ridge rode Duffie’s cavalry. Sullivan’s 

infantry division marched on the Valley Pike, while Crook’s and 

Averell’s divisions used secondary roads farther west to advance 

toward Lexington. As Duffie approached Waynesboro, he sent a 

detachment to demonstrate around the town to mislead Vaughn 

and Imboden. Meanwhile, Duffie took his division across the 

Blue Ridge Mountains through the Tye River Gap and emerged 

north of Lynchburg where he disrupted the railroad between 

that city and Charlottesville. He intended to join the attack on 

Lynchburg, but, on 12 June, he received orders from Hunter to 

return to the Valley and combine with the other three divisions 

at Lexington. 

The Confederate cavalry tried to delay Hunter, but Averell’s 

troopers backed by Crook’s infantry pushed steadily toward 

Lexington. North of the town, the Valley Pike crossed a wooden 

bridge over the North River close to the prominent hilltop location of 

the Virginia Military Institute. McCausland, in charge of defending 

Lexington, received help from the school’s faculty and cadets in 

establishing defenses. The cadets placed a howitzer to cover the 

bridge approach and prepared the bridge for burning. When Union 

cavalry drew near on 11 June, the cadets set the bridge ablaze and 

McCausland’s three cannons and the VMI howitzer opened fire. Du 

Pont’s artillery answered from a hill opposite VMI, and Union shells 

were soon landing on the town and the institute. When Averell’s 

division and a brigade of Crook’s crossed the North River northwest of town, the rebel defenders were forced to retreat. Hunter’s 
28 

engineers soon put up a pontoon bridge for the soldiers to enter the 

town. 

Federal troops looted and burned the abandoned VMI buildings as well as the home of Virginia Governor John Letcher. They 

also ransacked nearby Washington College but did not burn it, in 

deference to the college’s namesake. Hunter lingered in Lexington 

for two days waiting for Duffie’s detachment to join him as his men 

foraged, confiscated supplies, and destroyed military stores, ironworks, and ordnance warehouses. 

Reports from the Valley caused Lee grave concern for his 

supply source and rail lines. Always a risk taker, he decided to thin 

his lines at Cold Harbor and send a major force from his army to 

retake and hold the Shenandoah Valley. In addition to protecting 

the Valley’s railroads and farms, he hoped to carry the war north of 

the Potomac once again. On 12 June, Lee met with Lt. Gen. Jubal A. 

Early, the new Second Corps commander, to discuss this initiative. 

A West Point graduate, “Old Jube” had spent five years as an artillery 

officer before he left the Army in 1842. Though not a secessionist, 

when Virginia left the Union, Early had sided with the South. He 

was a fighter by nature and had seen regimental to division-level 

action, where he earned a mixed record of performance. He had 

taken command of Second Corps and had been promoted to lieutenant general only weeks before his meeting with Lee. 

Lee ordered Early to slip 

his corps and two attached 

artillery battalions quietly 

away from the Army of 

Northern Virginia and into 

the Shenandoah Valley. He 

was to get north of Hunter and 

“strike Hunter’s force in the 

rear and if possible destroy it” 

and then cross the Potomac 

and threaten Washington. 

On 13 June, Early marched 

his Second Corps west 

toward Charlottesville, eighty 

miles away. 

While Lee and Early 

gathered forces to protect the 

Shenandoah Valley, General

General Early (Library of Congress)
29

Hunter sent Averell to secure Buchanan and the bridge over 

the James River there. Just after Duffie’s troopers finally 

arrived at Lexington on 14 June, Hunter renewed his march to 

Buchanan, where retreating rebels had burned the bridge. The 

slow pontoon bridge wagons were far behind, so Union engineers rebuilt the damaged bridge for the troops, artillery, and 

wagons. Late in the day on 15 June, Hunter’s men crossed the 

Blue Ridge and came within sight of Liberty, about twenty-five 

miles west of Lynchburg. 

Alerted to Hunter’s threat, Breckinridge left Rockfish 

Gap and arrived at Lynchburg on 16 June with twenty-one 

hundred men. There he found a variety of units that included 

the former brigades of Grumble Jones, the VMI cadets, 

local reserves, and wounded soldiers recovering in local 

hospitals. Maj. Gen. Daniel H. Hill, a former Confederate 

corps commander, was also in town and helped organize the 

town’s defenses. In addition, Maj. Gen. Robert Ransom Jr. 

became Early’s cavalry commander to direct Imboden and 

McCausland. Breckinridge telegraphed Early, over sixty miles 

away at Charlottesville, of Hunter’s imminent attack. Early 

ordered the dispatch of all available Orange and Alexandria 

Railroad trains to Charlottesville to expedite the movement 

of his troops to Lynchburg. On 17 June, Early’s men began to 

arrive at Lynchburg, including the Second Corps divisions of 

Maj. Gen. Stephen D. Ramseur, Maj. Gen. John B. Gordon, 

and Maj. Gen. Robert E. Rodes. 

On the following day, Union troops assaulted Lynchburg’s 

defenses, but Hunter could find no weaknesses in the rebel 

lines. An attempt by Crook to strike the Confederate right 

flank also failed. Later, a surprise counterattack by Early’s 

newly arrived brigades hit the Union lines but was repulsed 

after heavy fighting. Crook and Averell encouraged Hunter 

to continue the battle for the city, but Hunter decided to wait 

until the next morning to attack. Later that day, the Union 

commander became convinced that Early’s Second Corps of 

eight thousand men actually numbered twenty thousand and 

decided to abandon his operations to capture Lynchburg before 

he was hit by a “superior” force. He ordered his supply wagons 

back to the Valley and alerted his commanders that the army 

would soon withdraw. By midnight, 18 June, the Union troops 

were marching back to Liberty.
30 

Hunter moved southwest through Buford Gap in the Blue 

Ridge, destroying Virginia and Tennessee tracks as well as a 

number of civilian farms. When Early discovered that Hunter 

had slipped away, he sent Ransom’s cavalry in pursuit. Serving as 

Hunter’s rear guard, Averell skirmished with Ransom at Liberty, 

while Crook sent infantry to assist and then set a blocking force 

to hold Buford Gap. Rebel cavalry under McCausland rode over 

the Blue Ridge at the Peaks of Otter to position itself north of 

Hunter’s column and to block his route into the Shenandoah 

Valley.

At Salem, Hunter decided to march his men to West 

Virginia rather than retrace his steps north into the Shenandoah 

Valley. He based his decision on the fact that he needed supplies 

and that, if he remained in the Valley, Early would be able to 

use the railroad to move to Staunton and intercept the retreating 

Federals. He therefore proceeded toward Union supply depots at 

Charleston, West Virginia. From there, he planned to use steamboats to carry his army down the Kanawha River to the Ohio, 

and then on to Parkersburg, West Virginia, where Baltimore 

and Ohio trains ran east to Cumberland. However, Hunter soon 

found “the difficulties were even greater than at first appeared.” 

Supplies were scarce and foraging parties could not find enough 

food or fodder to sustain the men and horses. Hunter sent ahead 

for supplies from West Virginia to meet the army, but the wagons 

were days in coming. His weary troops reached Charleston on 

30 June and Parkersburg on 4 July, but his army was strung out 

behind him, with some men struggling to pull the steamboats 

over shoals and others marching overland. At Parkersburg, 

Hunter received orders from Grant that placed him in command 

of all the operations against Early, who by that time had moved 

into the northern Shenandoah Valley. Despite the heightened 

sense of urgency, Hunter had problems coordinating boats and 

trains, so not until 9 July did he arrive at Cumberland, twentyone days after leaving Lynchburg. 

Hunter escaped from Early with minimal losses, and his army, 

while tired, hungry, and trail worn, was intact. He had inflicted 

serious damage on the Confederate military infrastructure in the 

Valley and, per Grant’s desire, had caused Lee to divert a full corps 

from the Richmond front. But Hunter’s indirect route of retreat 

had removed the only significant Union army from the Valley and 

left the Shenandoah’s resources in Confederate control. 
31

Early Begins to Move North

After Hunter retreated from Lynchburg, Early moved with 

Lee’s consent north to the Shenandoah Valley. At Staunton, he 

reorganized his force into two sections. Breckinridge commanded 

one element composed of his old division (now led by General 

Echols) and Gordon’s division. Early retained direct control of 

the other, which included Ransom’s division of two thousand 

cavalry troopers, three artillery battalions, and infantry divisions 

led by Rodes and Ramseur. Early’s total strength was over twelve 

thousand men (Map 3). 

After spending a day to rest and refit, on 23 June Early’s troops 

marched north toward the Potomac River. He moved quickly 

and undetected by Union scouts until he occupied Winchester 

on 2 July. In response Union troops under General Sigel evacuated Martinsburg and withdrew to Maryland Heights across the 

Potomac from Harpers Ferry. General Halleck was determined to 

hold Harpers Ferry and telegraphed General Weber, the garrison 

commander, that “the first man who proposes a surrender or 

retreat should be hung.” Early moved into Martinsburg where his 

men found large stores of abandoned rations. They filled their 

haversacks and wagons, and on 5–6 July Early’s troops crossed the 

Potomac into Maryland using several fords west of Harpers Ferry. 

Senior Union officers disbelieved the first reports of Early’s 

advance. On 2 July, Grant telegraphed Halleck that Early’s corps 

was still with Lee and that “there are no troops that can now be 

threatening Hunter’s department.” Early knew he had limited time 

before the Federal commanders reacted. He made only feints near 

Harpers Ferry, while raiding parties destroyed nearby Baltimore 

and Ohio Railroad and Chesapeake and Ohio Canal facilities. 

Early also sent McCausland and his cavalrymen to Hagerstown, 

Maryland, with orders to levy “a contribution of $20,000” to 

repay damage caused by Hunter’s army in Virginia. On 8 July, 

the Confederates crossed South Mountain and advanced east to 

Frederick, Maryland. 

Battle of Monocacy and the Advance on Washington

As the Confederates moved eastward, anxiety in Baltimore 

and Washington was at panic level. With Hunter far to the west, 

Maj. Gen. Lewis Wallace, commander of VIII Corps and the 

Middle Department headquartered in Baltimore, was the closest 

senior officer. Like Sigel, Wallace had been sent to a rear depart-
2 Jul

4 Jul 8 Jul 5–6 Jul

29 Jul

M cCA

USLAND

E A R L Y

STEPHENSON’S

DEPOT 20 Jul

CHAMBERSBURG 30 Jul

MOOREFIELD 7 Aug

MONOCACY 9 Jul

FORT STEVENS 12 Jul

SECOND

KERNSTOWN 24 Jul

COOL SPRING

18 Jul

W R I G H T

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Virginia Central RR

Baltimore & Ohio RR Gettysburg

Mercersburg

Frederick

Leesburg

Harpers Ferry

Halltown

Martinsburg

Hagerstown

Williamsport

Hancock

Winchester

Berryville

Cumberland

Strasburg

Woodstock

Mount Jackson

New Market

Charlottesville

Gordonsville

Port Republic

Waynesboro

Staunton

Lynchburg

Harrisonburg

Fredericksburg

Culpeper

Romney

New Creek

Petersburg

Alexandria

WASHINGTON, DC

RICHMOND

BALTIMORE

PENNSY L V ANIA

WES T

VIRGINIA

MARYLAND

VIRGINIA

23 June–7 August 1864

EARLY ’ S C OUNTER A T T A C K

0 50

Miles

Confederate Advance

Union Pursuit

Battle

Map 3
33

ment considered a backwater with a corps of untried short-term 

state units. Washington itself was no better defended, with only a 

skeleton garrison after Grant had sent most of the heavy artillery 

regiments from its forts to reinforce Meade’s Army of the Potomac 

as infantry. When a steady flow of reports convinced Grant that 

Early posed a real threat to the capital, he quickly withdrew Brig. 

Gen. John B. Ricketts’ 3d Division, VI Corps, from siege operations at Petersburg and sent it to Baltimore. This division of two 

brigades arrived on 8 July and took trains to Monocacy Junction 

on the B&O Railroad, a few miles from Frederick where Wallace 

was assembling his troops along the Monocacy River. Wallace 

knew his forces were “probably too small to defeat [Early], but 

certainly strong enough to gain time.” 

In two days Wallace pieced together a blocking force of about 

fifty-eight hundred men and positioned it with a battery of six 

guns along the east bank of the Monocacy, several miles east of 

the rail junction. Two road bridges and a rail bridge spanned the 

river. Wallace positioned Ricketts’ brigades on the south flank with 

the mission to block the Georgetown Pike and its covered bridge 

and the nearby Baltimore and Ohio iron train trestle. He placed 

a separate Maryland Home Guard brigade commanded by Brig. 

Gen. Erastus B. Tyler, part of VIII Corps, on the north flank to 

hold the Baltimore Pike and its 

stone bridge, and he established 

strong outposts on the west side 

of the river. 

Early was unsure of the size 

of the Union force he faced as 

he advanced warily toward the 

Monocacy on the morning of 9 

July. At Frederick, he demanded 

a “contribution” of $200,000 to 

keep from burning the town, with 

which city officials complied. 

Meanwhile, Rodes’ division led 

the advance along the Baltimore 

Pike. Two miles to his southeast, Ramseur moved along the 

Georgetown Pike. Breckinridge’s 

two rebel divisions advanced on 

the Confederate right flank, with 

General Wallace

(Library of Congress)
34 

Echols in reserve. Ramseur halted his advance at the west end of 

the Georgetown and B&O bridges, which were guarded by two 

strong blockhouses and earthworks. Supported by a single artillery piece and ordered to hold the bridge at all costs, the stubborn 

Union soldiers stood fast. While Early could ill afford any delays, 

he was keenly aware he had to conserve his strength. He concluded 

that “the enemy’s position was too strong, and the difficulties of 

crossing the Monocacy under fire too great, to attack in front 

without greater loss than I was willing to incur.”

While Ramseur fought to take the two bridges, McCausland 

scouted the south end of Ricketts’ position. He found a ford 

over the river, and his brigade quickly splashed across to secure 

a foothold on Ricketts’ left. Gordon’s men then crossed to join 

McCausland’s advance. In response, General Wallace ordered 

Ricketts to burn the covered bridge to block Ramseur’s advance. 

He realigned his Federal division left to face Gordon’s oncoming 

troops, but it was too late. After two hours of fierce fighting, rebel 

troops overwhelmed Ricketts’ brigades and forced them back. 

About the same time, Ramseur’s division captured the blockhouses 

and rushed across the B&O trestle. The entire Union line fell back 

to the right where Tyler’s brigade held the stone bridge open. Once 

across, Wallace withdrew the Federal force east toward Baltimore. 

By 1700, Early had his entire army over the Monocacy, but the 

stubborn Union resistance had cost him a day. The Confederates 

were still some thirty miles from Washington and had lost about 

seven hundred men along the banks of the Monocacy River. 

Federal losses were twelve hundred eighty including one thousand 

men captured. Stanton relieved Wallace of command for his defeat 

at the hands of Early’s rebels and replaced him with General Ord. 

The next morning, 10 July, Early resumed his advance, with 

his hungry men foraging as they marched. Many soldiers dropped 

out of their ranks from fatigue and the oppressive summer heat. By 

11 July, Confederate cavalry arrived at Silver Spring, the Maryland 

plantation of U.S. Postmaster General Montgomery Blair on the 

northern edge of Washington, D.C. McCausland scouted the right 

flank of the nearby Union defenses, while Brig. Gen. Bradley T. 

Johnson and Imboden took their brigades to the left. Early arrived 

about 1200 to examine the Federal earthworks, which he saw were 

thinly manned. He ordered Rodes to attack immediately, but it 

took Rodes too long to prepare his exhausted and scattered men for 

action. As Early watched, Federal reinforcements moved into the 
35

forts and the opportunity was lost. Early found the Union defenses 

“to be exceedingly strong, and consisted of . . . inclosed forts for 

heavy artillery with a tier of lower works in front of each, pierced 

for an immense number of guns. . . . As far as the eye could reach, 

the works appeared to be of the same impregnable character.” 

On the night of 11 July, Early’s infantry numbered about ten 

thousand men, with only a third fit for action. He planned an assault 

against the Union fortifications in the morning but soon learned 

that fresh units from two veteran Federal corps had arrived in his 

front. Maj. Gen. Horatio G. Wright and two of his VI Corps divisions along with two additional XIX Corps divisions led by Brig. 

Gen. William H. Emory now occupied Washington’s northern 

defensive lines. At dawn the next morning, Early observed the 

new troops within the Union lines while his own force came under 

heavy artillery fire and aggressive skirmishing from the Federals’ 

positions around Fort Stevens, two miles south of Silver Spring. 

Within this fort, President Lincoln was also watching the action. 

Early recognized that any chance there had been to breach 

the Union defenses was gone, and he gave orders to withdraw once 

darkness fell. Nevertheless, he had achieved one of Lee’s prime 

objectives—to draw Federal troops away from the Petersburg front. 

With Ransom’s cavalry as his rear guard, Early’s troops headed for 

crossing sites over the Potomac 

downriver from Harpers Ferry 

and a return to Virginia.

Return to the Valley: 

Cool Spring, Stephenson’s

Depot, and Second

Kernstown

Other than small cavalry 

patrols that nipped at the heels of 

Ransom’s rear guard, the Federal 

pursuit of Early was confused 

and sluggish. Eventually, Grant 

appointed General Wright to 

“supreme command of all troops 

moving out against the enemy . . . 

regardless of the rank of other 

commanders.” Wright took 

command of a force of fifteen 

General Wright

(Library of Congress)
36 

thousand men from two divisions of his VI Corps, led by Brig. 

Gen. David A. Russell and Brig. Gen. George W. Getty, and two 

from Emory’s XIX Corps, under Brig. Gen. Benjamin S. Roberts 

and Brig. Gen. Cuvier Grover. Ricketts’ 3d Division of VI Corps 

in Baltimore also joined Wright at Leesburg, Virginia. Meanwhile, 

Early crossed the Potomac, marched through the Blue Ridge south 

of Harpers Ferry, and was back in the Shenandoah Valley by 17 

July. His troops camped near Berryville, about ten miles east of 

Winchester. 

Using Baltimore and Ohio trains, Hunter—still commander 

of the Department of West Virginia—finally arrived back at 

Harpers Ferry on 15 July with advance elements of his troops that 

had retreated from Lynchburg. Halleck ordered him to assemble 

an ad hoc force and to coordinate with Wright to trap Early in 

the Valley, a blow to Hunter’s pride because he had seniority 

over Wright. Insulted, Hunter asked to be replaced as department commander, but Lincoln intervened and assured Hunter 

the awkward situation was temporary. 

Hunter disbanded the Reserve Division and sent both Sigel 

and Stahel back to Washington, ending the “German” presence 

in the department leadership. Meanwhile, General Crook 

assumed command of the Department of West Virginia’s field 

forces involved in the pursuit of Early, acting under Wright’s 

orders. Crook dubbed his command the Army of the Kanawha, 

which was scattered about the Valley. Averell’s 2d Cavalry 

Fort Stevens

(Library of Congress)
37

Division with Col. Isaac Duval’s brigade from the 2d Infantry 

Division held positions at Martinsburg, while the divisions of 

Sullivan and Duffie camped around Halltown, West Virginia, a 

few miles southwest of Harpers Ferry. Sullivan had orders from 

Hunter to march his 1st Infantry Division south to join Wright, 

but Sullivan made no attempt to obey the order. When Crook 

arrived at Sullivan’s camp on 16 June to take formal command, 

he found the troops unprepared to move and lacking any camp 

security. He relieved Sullivan and placed Thoburn in charge of 

the division. 

On 17 July, Crook reported to Wright with his two 

divisions (Thoburn’s 1st Infantry Division and Duffie’s 1st 

Cavalry Division) and two additional infantry brigades (Col. 

Jacob Campbell’s of Crook’s 2d Infantry Division and Col. 

James A. Mulligan’s from the disbanded Reserve Division). 

Wright instructed Crook to secure Snicker’s Gap in the Blue 

Ridge Mountains south of Harpers Ferry and to send Duffie’s 

cavalry on a reconnaissance to Snicker’s Ford, one of several 

that crossed the Shenandoah River at the west side of the gap. 

Wright planned for VI Corps to use this gap and cross the ford 

while XIX Corps used other nearby gaps. 

By 1200 on 18 July, Duffie’s men secured Snicker’s Gap, and 

at 1400, they descended to Snicker’s Ford. However, when Duffie 

tried to cross, heavy fire from Gordon’s rebel division on the west 

bank turned him back twice. Alerted to the Union presence, Early 

shifted his divisions around Berryville to meet the threat. At the 

same time, Thoburn’s Union division marched about three miles 

upriver to Island Ford (Judge Parker’s Ford) where it succeeded 

in crossing the Shenandoah against a small Confederate force. 

Once across, Thoburn encountered additional enemy troops 

under Breckinridge and Rodes at a farm called Cool Spring. In 

sharp fighting Thoburn’s regiments collapsed, and many soldiers 

fled, some into the river to drown. A stone wall beside the river 

offered a final defensive position where Thoburn rallied his 

remaining infantry with supporting fire from VI Corps artillery. As darkness fell, Ricketts appeared, but, when he saw the 

situation, he refused to commit his division. During the night, 

Thoburn slipped his remaining men back across the river, having 

suffered more than four hundred casualties. On the following 

day, Hunter ordered Averell’s cavalry division with Duval’s 

brigade to move south from Martinsburg toward Winchester, 
38 

which would put them in Early’s rear. Thus, two Federal columns 

were converging on Early—Crook and Wright from the east and 

Averell and Duval from the north. The Confederate commander 

prudently withdrew his army from Berryville and marched south 

to Strasburg.

About 1200 on 20 July, Averell’s patrols probed south on the 

Valley Pike and found Ramseur’s division in a blocking position 

near Stephenson’s Depot, five miles east of Winchester. Averell had 

only 2,350 men and 12 cannons, while Ramseur, augmented with 

3 cavalry brigades, led some 5,000 Southern troops. Against Early’s 

orders, Ramseur advanced without making a proper reconnaissance and an aggressive attack from Duval’s infantry caught him 

in the act of deploying his men. Although outnumbered, Duval 

and Averell destroyed Ramseur’s left flank and sent the routed 

Confederates fleeing to Winchester. Darkness ended Averell’s 

cavalry pursuit. 

Wright brought VI and XIX Corps into the Valley at 

midday and halted at Berryville. He had had no communication 

with Averell but heard the sound of the fighting at Stephenson’s 

Depot. When his scouts could find no Confederate presence 

in the Berryville area, Wright concluded that Early was in full 

retreat and marching to rejoin Lee’s Army of Northern Virginia. 

He considered his mission completed and late that night turned 

his two corps around and marched back toward Washington, 

where Halleck directed him to disband his ad hoc pursuit force 

and to return VI and XIX Corps to Meade at Petersburg. At 

dawn on 21 July, Averell occupied Winchester and sent Union 

cavalry patrols on to Kernstown, about four miles south. Crook 

later joined Averell and took command of the entire Army of 

the Kanawha. 

Wright’s departure left Crook and his 9,500-man Army of 

the Kanawha as the main Union force in the Valley under the 

overall command of General Hunter. Crook reorganized his 

force into five divisions. Former brigade commanders Thoburn, 

Duval, and Mulligan were each assigned an infantry division, 

while Duffie and Averell retained their two cavalry divisions. 

On 23 July, rebel cavalrymen informed Early that Wright’s 

Union forces had left the Valley. In response, Early turned 

his army of 16,200 men north again and marched to attack 

Crook’s unsuspecting Union troops at Kernstown, the site of 

an earlier battle during the 1862 Valley Campaign. Gordon’s 
39

division attacked about 1200 on 24 July and caught Crook’s 

units unprepared. While Gordon’s attack held Crook’s attention 

in the front, Ramseur attacked Crook’s right while Breckinridge 

slipped around the Federal left flank and crushed it. General 

Mulligan was mortally wounded and his Federal division 

overrun. Stunned and assaulted from three directions, the Army 

of the Kanawha collapsed. Crook’s retreat from Kernstown 

became increasingly disorganized and finally dissolved into a 

rout when Union cavalry troopers raced through his rear guard 

and panicked the wagon train. The teamsters lost all control, 

whipping their teams to a gallop over the fields in what Duffie 

called “a perfect stampede” that destroyed over eighty supply 

wagons. 

Crook re-formed his forces and withdrew through Winchester 

to Martinsburg for the night. He had lost over twelve hundred men, 

all his supplies, and twelve artillery caissons. Concerned that Early 

would again threaten Washington and Baltimore, Hunter ordered 

Crook to withdraw into Maryland. Crook evacuated Martinsburg 

and crossed the Potomac on 26 July. He placed outposts along 

the river and then marched his army back to Halltown, where he 

disbanded Mulligan’s division and incorporated it into Thoburn’s 

command. Averell took his cavalry to Hagerstown and placed 

outposts at the river crossings. Once more the Shenandoah Valley 

belonged to Early. Shaken by Early’s aggressive return, Halleck 

rescinded the order for Wright to disband his force and directed 

him to march VI and XIX Corps back to the Valley to serve under 

Hunter. By 29 July, these two corps arrived at Hunter’s headquarters near Monocacy Junction. 

Raid on Chambersburg and the Battle of Moorefield

Early was determined to retain the initiative by taking the 

war to the North again. It served Lee’s goal of drawing troops 

from Union forces besieging Petersburg and satisfied Early’s 

desire to exact retribution for the damage done in the Valley by 

Hunter. Early ordered McCausland to lead two cavalry brigades 

across the Potomac for a raid on Chambersburg, Pennsylvania. 

McCausland crossed the river on 29 July with about three 

thousand men and a battery of horse artillery. Alerted to the 

crossing and fearing it was Early’s full force, Hunter shifted 

units to cover Washington and Baltimore. While Averell 

blocked the South Mountain gaps, Crook’s troops and VI Corps 
40 

camped near Monocacy Junction while Emory was en route 

from Washington with his XIX Corps divisions led by Roberts 

and Grover. 

McCausland’s raiders appeared in Chambersburg at dawn on 

30 July demanding a ransom of $100,000 in gold or $500,000 in U.S. 

currency. When the money was not raised, the rebels set the town 

on fire. With almost six hundred buildings aflame and the town 

looted, McCausland’s brigades left for Hancock, Maryland. Averell 

arrived at Chambersburg three hours later and took up the chase 

with his much smaller force. He skirmished with McCausland’s 

rear guard near Hancock but could not prevent the rebels from 

recrossing the Potomac near Cumberland, Maryland, into West 

Virginia on 2 August. 

After an attack on Baltimore and Ohio Railroad facilities 

at New Creek (now Keyser), West Virginia, failed, McCausland 

halted near Moorefield. Averell’s Union scouts located the two 

Confederate brigades resting there in scattered camps separated 

by the south branch of the Potomac. Averell, with a force only half 

the size of McCausland’s, attacked with audacity in the predawn 

hours of 7 August. The surprise assault struck “like a fiery meteor 

from the sky” that shattered the Confederate brigades and sent 

them fleeing. McCausland escaped, but Averell’s pursuit bagged 

eight artillery pieces and over six hundred prisoners—a serious 

blow to Early’s mounted strength.

Sheridan Takes Command

Early’s victory at Kernstown and the burning of Chambersburg 

galvanized Grant and Lincoln into action. They met at Fort 

Monroe, Virginia, on 31 July and agreed to streamline the cumbersome geographic command structure in the Shenandoah Valley by 

bringing four separate Army departments (West Virginia, Middle, 

Susquehanna, and Washington) under a new Middle Military 

Division with a single commander. By default, as the senior general 

in the area, Hunter was the overall division commander, but Grant 

lacked confidence in him as a battlefield leader. Instead, Grant 

selected General Sheridan for “temporary duty . . . to command 

all the troops in the field” in the new division. Sheridan’s orders 

were to go after Early and to “follow him to the death. Wherever 

the enemy goes, let our troops go also.” Sheridan, Meade’s chief of 

cavalry, had built a reputation as an aggressive fighter but at age 

thirty-four was thought by Lincoln and Stanton to be too young 
41

and inexperienced for the Valley mission. Despite these misgivings, they deferred to Grant’s judgment. Along with Sheridan, two 

of Meade’s cavalry divisions led by Brig. Gen. Alfred T. A. Torbert 

and Brig. Gen. James H. Wilson rode northward to reinforce the 

new command. 

Securing the Shenandoah Valley had finally become a Union 

priority, and Lincoln, leery of Halleck’s interference, told Grant to 

take a personal interest: “I repeat to you it will neither be done nor 

attempted unless you watch it every day, and hour, and force it.” 

Grant heeded Lincoln’s instructions, and on 5 August he went to 

Monocacy Junction to confer with Hunter. He found the Baltimore 

and Ohio rail yard filled with idle engines and railcars, while 

thousands of troops camped nearby. Hunter lamented that due to 

confusing orders from Halleck, he “had lost all trace of the enemy” 

and was unsure what to do. When Hunter learned that Sheridan, 

his junior in rank, would command the troops in the field against 

Early’s Confederates, he asked to be relieved, and Grant complied. 

Grant immediately ordered all available troops put in the field and 

sent them by train to the Federal camp at Halltown. Early was, in 

fact, camped close by near Bunker Hill, West Virginia. 

With Hunter’s departure, Sheridan became the Middle Military 

Division commander on 7 August. When Torbert arrived with his 

1st Cavalry Division, Sheridan 

appointed him chief of cavalry, 

so Brig. Gen. Wesley Merritt took 

over the division. Averell and 

Wilson commanded Torbert’s 

other two cavalry divisions. 

Although Averell outranked 

Torbert and protested the reorganization, Sheridan brusquely 

told him to obey his new chief. 

Meanwhile, General Crook 

reorganized his own infantry 

into two divisions with Thoburn 

leading 1st Division and Duval 

at the head of 2d Division. On 8 

August, these troops, in addition 

to the Artillery Brigade, now 

commanded by du Pont, became 

the Army of West Virginia. 

General Sheridan

(Library of Congress)
42 

Although Emory’s XIX Corps divisions and Wilson’s cavalry had 

not yet arrived at Halltown, Sheridan decided to take the initiative 

with a pincer movement against Early. On 10 August, he sent Wright’s 

men west toward Charles Town, West Virginia, while Crook took his 

army to Berryville. That put Wright north of Early and Crook to Early’s 

south. Early saw the danger and withdrew to Fisher’s Hill, a natural 

defensive feature near Strasburg and out of Sheridan’s reach. A few 

days later, reinforcements from Lee’s army at Petersburg arrived, led 

by Maj. Gen. Richard H. Anderson. These were Maj. Gen. Joseph B. 

Kershaw’s infantry division, Maj. Gen. Fitzhugh Lee’s cavalry division, 

and an artillery battalion. Now Early had some twenty thousand men 

of all arms, and he sent Anderson’s division to Front Royal, closer to 

Sheridan’s position. 

When Sheridan discovered Early’s withdrawal to Fisher’s Hill, 

he advanced VI Corps and Crook’s troops closer to Cedar Creek. 

However, on 15 August, a telegram from Grant urged caution 

and warned Sheridan of a strong Confederate force (most likely 

Anderson’s division) approaching Front Royal. The same day, rebel 

partisans under Colonel Mosby attacked and burned a Union wagon 

train with badly needed supplies near Berryville. Sheridan decided he 

was overextended and began a careful week-long withdrawal north 

to Halltown. The next day, Fitzhugh Lee’s Confederate cavalry with a 

brigade of infantry attacked Merritt’s Federal troopers at Cedarville, 

just north of Front Royal, but, after sharp fighting, the rebels retired.

As Sheridan pulled back into defensive positions at Halltown, 

Early pressed north behind him, but, despite his best efforts, the 

Confederate commander was unable to maneuver Sheridan into a 

major engagement. On 21 August at Halltown, Union troops repulsed 

a badly executed attack by Early. For three more days, Early probed 

Sheridan’s defenses but finally determined that they were too strong 

for a direct assault. Instead, he made plans to draw Sheridan out from 

behind the protection of his earthworks. 

On 25 August, Early left Anderson to watch Halltown and 

marched north with Fitzhugh Lee’s cavalry and four divisions toward 

Shepherdstown, West Virginia, and Williamsport, Maryland, on the 

Potomac River. Early’s intention was to spread his army to make it 

appear larger than it was and to give the impression he was going 

to cross the Potomac. He hoped Sheridan would leave the Valley 

to protect Baltimore and Washington as Hunter had done. Instead, 

Sheridan sent Torbert with two cavalry divisions to find Early’s main 

force, which the horsemen located just south of Shepherdstown. At 
43

first, Torbert thought he was facing only a cavalry detachment and 

attacked. His brigades were soon in a sharp fight with Wharton’s 

infantry division and in grave danger. With difficulty, Torbert 

withdrew and retreated over the Potomac. Sheridan countered with 

his own deception. He instructed Torbert to leave the Potomac crossings unguarded in the hope of enticing Early to ford the river so he 

could be cut off, but Early had no intention of doing that. 

The next day, 26 August, Early reached Shepherdstown and 

halted. He knew that to go farther he would be “compelled to 

attempt to cut my way through, as there was no escape for me to 

the right or left and my force was too weak to cross the Potomac 

with him [Sheridan] in my rear.” Early disrupted the Baltimore and 

Ohio Railroad facilities and the C&O Canal, but his tactical gambit 

to displace Sheridan had failed, and he returned to Winchester. 

Sheridan reoccupied Charles Town and Martinsburg and then 

returned to his former positions around Halltown. As Crook’s 

Federals approached Berryville on 3 September, his advance 

elements encountered Anderson’s rebel division withdrawing to 

Petersburg along with Kershaw’s division. In the surprise meeting 

engagement, Crook pushed Anderson back to Winchester. For the 

next two weeks, action was limited to cavalry patrols and skirmishes, 

most of which ended favorably for Torbert’s Federals.

Third Winchester and Fisher’s Hill

On 16 September, Grant and Sheridan met at Charles Town 

to discuss future Union operations in the Shenandoah Valley. 

Sheridan already had a plan in mind to defeat Early and had 

recently learned of Anderson’s departure for Richmond with 

Kershaw’s division. Although Early retained Fitzhugh Lee’s cavalry, 

he was now outnumbered by about twenty thousand men (Map 4). 

To take advantage of his superior numbers, Sheridan planned a 

converging attack against Early at Winchester, where Confederates 

had won previous victories in 1862 and 1863. The main attack 

would advance west from Berryville. Wilson’s cavalry would clear 

and secure the ford over Opequon Creek (east of Winchester) for 

VI Corps to cross it, followed by XIX Corps. Crook’s troops, in 

reserve, were to move behind XIX Corps, swing left, and go south of 

Winchester with Wilson’s cavalry to cut off Early’s avenue of retreat. 

At the same time, Averell, coming from Martinsburg, was to join 

Torbert to attack the Confederates around Stephenson’s Depot, 

north of Winchester. The Union forces would face the enemy divi-
THIRD

WINCHESTER 19 Sep

FISHER’S HILL 22 Sep

S

H E R I D

A

N 25 Sep

M

O

U

N

T

A I N

S

S

H

E

N

A

N

D

O

A

H

V

A L L E

Y

B

L

U

E

R

I

D

G

E

L u r a y Va l l e y

Massanutten 

Mountain

James R

Rapidan R

Rappahannock R

Potomac R

Cedar Creek

P o t o m a c R

Shenandoah R

V A L L E Y P I K E

Baltimore & Ohio RR

Orange & Alexandria RR

Virginia Central RR

Frederick

Monocacy

Junction

Leesburg

Harpers

Ferry Bunker Hill

Shepherdstown

Charles

Town Halltown

Martinsburg

Hagerstown

Williamsport

Hancock

Berryville

Cumberland

Strasburg

Middletown

Front Royal

Woodstock

New Market

Charlottesville

Gordonsville

Port Republic

Waynesboro

Staunton

Harrisonburg

Fredericksburg

Culpeper

Romney

Mooreeld

New Creek

Stephenson’s Depot

PENNSY L V ANIA

WEST

VIRGINIA

VIRGINIA

MARYLAND

19–25 September 1864

SHERID AN’S OFFENSIVE

0 30

Miles

Union Advance

Battle

Map 4
45

sions of Rodes and Gordon near the depot, while Breckinridge, 

with Wharton’s infantry division and Imboden’s and McCausland’s 

brigades, was east of it. Ramseur’s division was positioned with artillery across the Berryville road directly east of Winchester.

At 0200, 19 September, Sheridan’s troops began moving. 

Wilson’s cavalry drove in Ramseur’s skirmishers and secured the 

Opequon crossing. Wright led VI Corps across Opequon Creek 

with Getty’s division, followed by Ricketts’ and Russell’s divisions. 

About two miles east of town, Wright deployed his battle line with 

Ricketts on the right, Getty on the left, and Russell’s men in reserve. 

Delayed by VI Corps artillery and wagons moving through a 

defile known as Berryville canyon, Emory’s XIX Corps was not 

in position on the right of Ricketts until 1100. This delay gave 

time for Gordon and Rodes to react to the Federal advance and to 

shift their rebel soldiers south to reinforce Ramseur. Breckinridge 

was left to deal with Torbert’s cavalry alone, on the north side of 

Winchester. 

The Union general assault began about 1140. In severe 

fighting, VI Corps troops pushed Ramseur and Rodes back while 

XIX Corps attacked Gordon’s position on the rebel left. As the 

two Union corps advanced, a gap opened between them. Two 

Confederate brigades charged into it and threatened to collapse 

the entire Union right until a counterattack by Russell’s division 

restored the Union line. Meanwhile, Sheridan, concerned how 

Torbert was faring at Stephenson’s Depot, redirected Crook to 

move his command to the Union right, toward Gordon’s rebel 

lines. North of Winchester, Wharton’s infantry temporarily held 

its position until Averell’s cavalry outflanked it, forcing the rebels 

back. Breckinridge retired toward Winchester with the Union 

cavalry in pursuit, but, near the town, Wharton’s two brigades 

counterattacked and stalled Torbert’s advance. 

About the same time, Sheridan ordered a final coordinated 

thrust against the Confederate line, which was now bent into an 

L-shaped formation to the north and east of Winchester. Crook’s 

troops hit Gordon’s left flank and turned into it, sending the 

Confederate division reeling back, while Wright and Emory also 

brought their corps into action. Merritt’s and Averell’s Federal 

divisions made a classic cavalry charge into the Confederates’ far 

left flank, breaking the infantry lines. The combination of assaults 

shattered Early’s position and forced his army south in an orderly 

retreat out of Winchester. Sheridan’s infantry stopped on the south 
46 

edge of the town while Union cavalry continued to pursue the 

Confederates to Kernstown. Early ended his retreat at a strong 

position on Fisher’s Hill about twenty miles away. Total Union 

losses killed, wounded, and missing were over five thousand men, 

while Early’s cost was an estimated thirty-nine hundred men.

Sheridan continued his offensive against Early the next day. At 

dawn, 20 September, his army moved south toward Fisher’s Hill. 

Crook received orders to make a concealed march the next day 

to hidden positions west of Fisher’s Hill and then make an assault 

on 22 September. Meanwhile, Sheridan sent Torbert east around 

Massanutten Mountain into the Luray Valley with a reinforced 

cavalry division. He was to cross back into the Valley some thirty 

miles south at New Market to cut off Early’s retreat. As planned, 

Crook moved his infantry into position without detection by 

Confederate signal stations in the nearby mountains while Wright 

and Emory made distractive feints against Early’s positions. About 

1600 on 22 September, Crook launched his surprise attack on 

the rebels’ left flank. This assault broke through the Confederate 

defenses, and, with support from XIX Corps units, Early’s army 

was quickly routed. The panicked Confederates rushed off the hill 

Sheridan’s final charge at Winchester, by Thure de Thulstrup 

(Library of Congress)
47

with Union infantry in close pursuit. Heavy rain and darkness 

finally halted Sheridan’s victorious troops near Woodstock. 

Sheridan assumed his maneuvers would capture Early’s entire 

force, but he was incensed to learn that Torbert had turned back. 

Strong Confederate earthworks blocked the narrow north end of 

Luray Valley, and Torbert, wary of heavy losses and concerned 

about being isolated if the assault on Fisher’s Hill failed, decided 

not to attack the rebel positions. Sheridan’s temper flared again 

when he discovered that Averell was not in pursuit of Early but 

settled in camp. He ordered Averell to get into action immediately with “actual fighting and necessary casualties,” but, when 

Averell instead went back to camp, Sheridan relieved him of 

command. Sheridan gave the division to Col. William H. Powell, a 

veteran brigade commander. Meanwhile, Early retreated south of 

Harrisonburg while Sheridan followed and occupied the town on 

25 September. 

Convinced that Early was finally beaten, Grant wanted 

Sheridan to move against the rail junction at Charlottesville, but 

Sheridan balked. He was almost one hundred miles from the 

closest Union supply depot, and foraging efforts in the pickedover Valley could not support his army. He suggested destroying 

crops, barns, and other supplies in the Shenandoah Valley and 

then withdrawing his army northward. With Grant’s approval, 

Sheridan sent Union cavalry as far south as Waynesboro to cut the 

railroads, burn grain and woolen mills, and seize or destroy crops 

and livestock. Many farms and homes that had escaped damage 

during Hunter’s previous campaign now went up in flames. As 

Sheridan withdrew down the Valley in early October toward 

Winchester, the general destruction continued, which exacerbated 

the already nasty blood-feud between Confederate partisans and 

Union cavalry, with atrocities committed by both sides. 

The Battle of Cedar Creek

On 10 October, Sheridan put his army of about thirty-one 

thousand men into camp along the north side of Cedar Creek near 

the Valley Pike around Middletown. Crook’s two Army of West 

Virginia divisions and an attached Provisional Division under 

Col. John H. Kitching were located east of the pike. Thoburn’s 1st 

Division took a position on high ground almost a mile forward 

(south) of Colonel Hayes’ 2d Division and Kitching’s men. West of 

the pike, Emory’s XIX Corps encamped in the fields surrounding 
48

Belle Grove plantation. On 12 October, Wright and VI Corps 

left the Valley and headed east to rejoin Grant because Sheridan 

assumed that Early’s defeated rebels posed little threat (Map 5). 

Miles to the south, Early had regrouped his army near 

Waynesboro. When he learned of Wright’s departure, he moved 

his troops north, and by 13 October his men were a few miles 

south of Cedar Creek. At this point his army numbered between 

fifteen thousand and twenty thousand men. His unexpected 

presence was disclosed to the Union troops by a sharp fight at 

Hupp’s Hill near Strasburg between Thoburn’s Union division 

and Kershaw’s rebel troops, who had earlier been recalled to 

the Valley as they marched toward Richmond. Meanwhile, 

Sheridan received orders from Secretary of War Stanton to 

report to Washington for a planning conference. Uneasy about 

Early’s return to the lower Valley, Sheridan recalled VI Corps and 

placed it in reserve north of Emory’s troops at Belle Grove. On 

16 October, Sheridan left Wright in charge of the army, telling 

him to be “well prepared” for a possible enemy assault. Wright 

shifted most of the cavalry to the west flank, which he considered vulnerable to attack. After a rushed meeting in Washington, 

Sheridan returned to Winchester late on 18 October where he 

spent the night, having been assured by General Wright that all 

was quiet along Cedar Creek.

The Confederates, however, were not inactive. With his 

supplies dwindling, Early knew he had to leave the Valley or defeat 

Sheridan in battle. Based on a personal reconnaissance by Gordon 

on 18 October, Early planned an attack on the Federals encamped 

north of Cedar Creek the following morning. Under a bright moon 

and using a little-known path and ford over the North Fork of 

the Shenandoah River, Gordon’s, Ramseur’s, and Brig. Gen. John 

Pegram’s divisions slipped around Thoburn and advanced toward 

Hayes and Kitching. Meanwhile, Kershaw’s division crossed Cedar 

Creek in front of Thoburn and launched an assault at 0530. The 

wave of Kershaw’s Confederates struck just as Union troops were 

cooking breakfast. Kershaw’s men overran Thoburn’s surprised 

division, killing Thoburn. Not long after, Gordon’s, Ramseur’s, and 

Pegram’s divisions fell on Crook’s main line. Hayes’ troops put up a 

strong fight for a time, but Kitching’s ad hoc division fled immediately. Meanwhile, Wharton’s troops advanced north on the Valley 

Pike to strike at XIX Corps’ lines. Emory had little time to realign 

units, and, when Wharton’s men penetrated the rear of XIX Corps’ 
SHERIDAN

THOBURN

HAYES KITCHING

VIII Camp

XIX Camp

VI Camp

WRIGHT

EMORY

EARL Y

GORDON

RAM SEUR

K E R S H A W

PEGRAM

W H A R T O N

Massanutten Mountain

Hupp’s

Hill

M a n a s s a s G a p R R

Cedar Creek

Cedar Creek

North Fork of Shenandoah River

to Strasburg

Buckton

Station

McIntur ’s

Ford

Ford

Bowman’s

Ford

Belle Grove

V A L L E Y P I K E

F R O N T R O YA L R O A D

V A L L E Y P I K E

Middletown

19 October 1864

B AT TLE OF CEDAR CREEK

INITIAL AT TAC K

0 1

Mile

Union Position

Confederate Position

Confederate Attack

Map 5
50 

camp, Emory’s men fell back to fight stubbornly from the reverse 

side of their trenches. 

Early’s attacking formations pushed the Federals beyond 

Belle Grove where XIX Corps and Crooks’ survivors fought individual battles against the onrushing Confederates. Their stubborn 

resistance gave VI Corps time to prepare to meet the assault, 

allowing XIX Corps fugitives to re-form. At a crucial point, Getty’s 

2d Division of VI Corps held out alone for an hour against four of 

Early’s divisions. On the Union right, Merritt’s blue-coated troopers 

prevented further disaster to the Union forces by beating back 

an attack by Brig. Gen. Thomas L. Rosser’s Confederate cavalry. 

Around 1100, General Sheridan arrived on the battlefield after a 

frantic ride from Winchester. He saw wounded and disheartened 

men fleeing the fight but also noted some units standing firm. 

Again in command, Sheridan set about reestablishing a battle line 

along a ridge about two miles north of Cedar Creek. 

By early afternoon Emory brought his bloodied XIX Corps 

brigades back into line on the right of VI Corps. The momentum 

of the Confederate attack had waned as Early’s famished troops 

stopped to eat the food and loot the gear they found in the 

Fighting at Belle Grove during the Battle of Cedar Creek, by J. E. Taylor

(Library of Congress)
51

abandoned Union camps. For several hours there was a lull in 

the engagement as Early and his officers tried to reorganize and 

consolidate their units, but, before the Confederate attack could 

resume, Sheridan struck back. About 1630 the reenergized VI 

and XIX Corps attacked southward with a cavalry division on 

each flank. After hard fighting, XIX Corps advanced against the 

Confederate left, which began to crumble. Soon the whole rebel 

line gave way, and the retreat became a rout. The disorderly mass of 

Confederates fled back across Cedar Creek and beyond. Sheridan’s 

infantry stopped at the creek, but Torbert’s cavalry pursued Early 

back to Fisher’s Hill, about six miles south. In the predawn hours 

of the next morning, Early’s demoralized army resumed its retreat 

toward New Market. 

In the weeks that followed, Sheridan’s units resupplied at 

Cedar Creek. In November, Sheridan built a smaller, but stronger, 

defensive line at Kernstown so he could safely return XIX Corps to 

Meade at Petersburg. Learning of this, Early returned to the lower 

Valley on 10 November. He found the Union positions too strong 

to assault, and, after some sharp cavalry fighting at Cedarville, the 

Sheridan’s ride from Winchester to Cedar Creek, by Alfred R. Waud

(Library of Congress)
52 

Confederates withdrew south with Torbert’s cavalry on their heels. 

Sheridan retained VI Corps until December, when winter weather 

ended major operations, and Lee recalled most of the Second 

Corps to his own ranks. Early remained behind with a small force 

but did not again threaten Union dominance of the Valley. While 

cavalry raids and the bitter guerrilla war continued for another six 

months, the campaign to control the Shenandoah Valley was over. 

Analysis

Two key factors hobbled the implementation of Grant’s plan 

for the Valley: a cumbersome Army command structure and the 

mediocre quality of the Union Army’s department leaders. It took 

the defeat of Franz Sigel and the collapse of David Hunter’s expedition to finally correct both problems. By the end of the campaign, 

only one of Sigel’s original senior leaders was still in command—

George Crook. 

The final Union success in the 1864 Shenandoah Valley 

Campaign had a major impact on the duration, if not the ultimate 

Sheridan’s army following Early through the Shenandoah Valley, 

by Alfred R. Waud (Library of Congress)
53

conclusion, of the war. The loss of the Valley hurt Lee’s Army of 

Northern Virginia besieged at Petersburg because, by cutting the 

western railroads, the Union had blocked the agricultural and 

industrial support Lee needed in eastern Virginia. Union control 

of the Valley opened Lee’s western flank to attack and ended his 

flexibility to use the railroads within his interior lines to shift forces 

from one threatened area to another. Last but not least, victory in 

the Shenandoah secured the vital Baltimore and Ohio Railroad, 

opened a back door to Richmond, and aided the reelection of 

President Lincoln.

The campaign held clear lessons on the value of a unified, 

centralized command structure. The relative ease that Early experienced in traversing four uncoordinated Army geographical departments during his raid on Washington demonstrated the disfunction that had long bedeviled the North’s command organization. 

By creating the Middle Military Division and placing a first-class 

general such as Sheridan as its leader, Grant focused the war effort in 

the Valley in a way that helped bring victory to the Union. 

Finally, the campaign demonstrated the relationship between 

time and tactical initiative. On three occasions—Sigel at New 

Market, Hunter at Lynchburg, and Early at Washington—tactical 

initiative was lost because a commander took too long reaching his 

objective, giving the opponent time, albeit barely enough, to react.
54 

The Author

Raymond K. Bluhm Jr. served over thirty years in the U.S. 

Army in positions ranging from infantryman to foreign area officer. 

He received a master’s degree in international affairs from Purdue 

University and attended the U.S. Army War College. His career 

included a tour at the U.S. Army Center of Military History. He has 

published seven books on U.S. military history and currently leads 

battlefield tours for the Army Historical Foundation.
55

Further Readings

Grant, Ulysses S. Personal Memoirs of U. S. Grant. Edited with 

notes by E. B. Long. New York: Da Capo Press, 1982.

Lewis, Thomas A. The Shenandoah in Flames: The Valley Campaign 

of 1864. Alexandria, Va.: Time-Life Books, 1987.

Morris, Roy, Jr. Sheridan: The Life and Wars of General Phil 

Sheridan. New York: Crown Publishers, 1992. 

Noyalas, Jonathan A. The Battle of Cedar Creek: Victory from the 

Jaws of Defeat. Charleston, S.C.: History Press, 2009.

Wert, Jeffry D. From Winchester to Cedar Creek: The Shenandoah 

Campaign of 1864. New York: Simon & Schuster, 1989.

For more information on the U.S. Army in the Civil War, please 

read other titles in the U.S. Army Campaigns of the Civil War 

series published by the U.S. Army Center of Military History.

(www.history.army.mil)
56 PIN : 104251–000

The

Civil

War Sesquicentennial