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The Civil War in the Shenandoah Valley
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General Location: US 11 (Valley Pike) and Hoge Run; Old Opequon Church is approximate center of the field; Pritchard's Hill.

Campaign: Early's Maryland Campaign Principal Commanders: [c] Lt. Gen. Jubal Early; [u] Brig. Gen. George Crook Forces Engaged: [c] Four infantry divisions (Gordon, Rodes, Ramseur, and
Breckinridge/Wharton), four brigades of cavalry, and artillery, totalling about 13,000; [u] Three infantry divisions (Thoburn, Duval, and Mulligan), two cavalry divisions (Averell and Duffi,), and three batteries of artillery, numbering about 10,000. Casualties: [c] unreported, est. 600 (100k/500w);[u] about 1,200 (120k/600w/480m&c).

Significance: In late June and early July 1864, Lt. Gen. Jubal A. Early's Confederate army used the strategic Shenandoah Valley corridor to terrorize Maryland, defeat a Union army at Monocacy, and march on Washington, D.C. Only the diversion of reinforcements from the Army of the Potomac, bogged down in the trenches before Petersburg, turned back the invasion. Early returned to the Valley and achieved a decisive victory over George Crook's command at Second Kernstown on 24 July. He subsequently sent cavalry to burn Chambersburg, Pennsylvania on 30 July. These disasters forced Lt. Gen. U.S. Grant to take immediate action to solve the Valley problem. The VI Corps and elements of the XIX Corps were returned to the Valley and united with Crook's corps (called the Army of West Virginia). Additional cavalry units were diverted to the Valley. More importantly, Grant unified the various military districts of the region into the Middle Military District and appointed Maj. Gen. Philip Sheridan as overall commander. Sheridan took command of the newly christened Army of the Shenandoah on 7 August at Harpers Ferry. Sheridan's leadership and his strongly reinforced army turned the tide against Confederate power in the Shenandoah Valley.

Rutherford B. Hayes, later president of the United States, commanded a brigade during the battle on the left of the US line. John C. Breckinridge, former senator and vice president of the United States, commanded the Confederate division that confronted Hayes.

Description of the Battle

Phase One. Skirmishing at Kernstown (23 July): On the afternoon of 23 July 1864, CS cavalry advanced aggressively down the Valley Pike, driving US cavalry from Newtown (Stephens City) to Kernstown. Brig. Gen. George Crook directed Duval's infantry division to deploy across the pike and clear the town of Confederates, which they did with little difficulty. Crook then withdrew his infantry to Winchester behind Abrams Creek, leaving a brigade of cavalry to picket Kernstown. The CS army encamped in the vicinity of Strasburg with headquarters at the Kendricks' House: Ramseur at Capon Grade, Rodes at Fisher's Mill, Wharton and Gordon on Hupp's Hill. The CS cavalry withdrew to the vicinity of Newtown.

Phase Two. Advance of CS Infantry (24 July): At first light, the CS infantry left their encampments near Strasburg and advanced down the Valley Pike. At Bartonsville, Ramseur's division was directed west on side roads to the Middle Road. Gordon, Wharton, and Rodes continued ahead on the pike. Early sent two columns of cavalry to the east and west on a wide- ranging maneuver to converge on Winchester and the Federal rear. Cavalry led the advance down the pike, coming up against the main US force at Kernstown about 1000 hours. About noon, the vanguard of the CS infantry reached Kernstown. Gordon deployed to the left of the Valley Pike, Wharton to the right. Ramseur deployed across the Middle Road at Mrs. Massie's house. Rodes moved east from the Pike, following a ravine.

Phase Three. US Deployment on Pritchard's Hill: Crook received information that Early's army was approaching and brought two of his three divisions into line just north of Hoge's Run at Kernstown. Mulligan's division held the US center behind a stone fence at the Pritchard House, supported by Capt. Henry DuPont's artillery massed on Pritchard's Hill to his rear. Duval's two brigades were separated and posted on Mulligan's flanks with Hayes' brigade extending the US line east of the Valley Pike. A strong skirmish line was posted near Opequon Church. Thoburn's division was held in reserve on Pritchard's Hill to the right rear of the main US line. Cavalry protected both flanks.

Phase Four. CS Attack on Center: About noon, Gordon's division advanced in line west of the
pike, driving back the skirmishers and closing with the main US line in the vicinity of Opequon Church.
Mulligan's division counterattacked, supported by Hayes on his left and took possession of the
churchyard. Soldiers sheltered there from the intense firing behind stone fences and headstones in
the cemetery. Gordon regrouped and again advanced, compelling Mulligan to fall back 250 yards to
the stone fence along Pritchard's Lane. Gordon reached Opequon Church but could make no further
headway. CS artillery was brought up south of the church to engage US artillery on Pritchard's Hill.
One of Wharton's brigades came into line on Gordon's right. Crook repositioned his forces. Duval's
right flank brigade was moved west, astride Middle Road. Thoburn's division was brought forward to
fill the gap between Mulligan and Duval. Elements of Duffi,'s cavalry supported the right flank on the
Middle Road and picketed Cedar Creek Grade to the west.

Phase Five. CS Attack on Left: Ramseur's division came into line from the Middle Road on
Gordon's left and advanced. Gordon shifted a brigade to the open ground west of Opequon Church and
advanced against Thoburn in conjunction with Ramseur. Without orders Gordon's brigade attacked
and dislodged US troops sheltering behind two stone fences. Thoburn withdrew to the base of
Pritchard's Hill, bending his line back to the north and exposing Mulligan's right flank. Ramseur
advanced in force, wheeling right to confront Thoburn's line and bringing a heavy enfilade fire against
Mulligan's line.

Phase Six. CS Attack on Right: Wharton's division moved along the ridge east of the Pike to
threaten the US left flank held by Hayes. Elements of Averell's cavalry division were in position to
delay this maneuver but withdrew without engaging. In conjunction with Ramseur's advance on the CS
left, Wharton attacked about 1500 hours and quickly turned the US left. Hayes retreated to the
stone walls that lined the Valley Pike and rallied his brigade, facing east at right angles to the center
held by Mulligan.

Phase Seven. US Retreat: Three CS divisions now moved in concert to envelope the US center.
Mulligan's division was under fire from three directions. While trying to direct the defense, Mulligan
himself was pierced by five mini, balls and fell mortally wounded. ``Lay me down and save the
colors!'' he snapped at the officers who tried to assist him. The US center collapsed, and soldiers
began streaming to the rear. Hayes' brigade stood long enough on the crest of Pritchard's Hill to
allow the US artillery to escape. Elements of Duffi,'s cavalry made a brief counterattack along the
Middle Road, buying time for Thoburn's division to retire in relatively good order.

Phase Eight. Rear Guard Actions: A brigade of Thoburn's division made a stand near the toll
gate at the intersection of the Valley Pike and Cedar Creek Grade, while the rest of Crook's infantry
retreated through the streets of Winchester. Rodes' division, in the meantime, crossed from the
Valley Pike to the Front Royal Road and marched north to cut off the Federal retreat, meeting only
light opposition from the US cavalry. Rodes followed the Federal forces north to Stephenson's Depot,
taking hundreds of prisoners until darkness ended the pursuit. The CS cavalry did not advance as
Early expected. The disorganized Federal army retreated to Bunker Hill where it regrouped. Crook
continued the retreat before dawn and eventually reached the Potomac River on 27 July. For a few
days after the battle, Federal prisoners were held in Star Fort.

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