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The Civil War in the Shenandoah Valley
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OPEQUON or Third Winchester (19 September 1864)

County: Frederick, VA and City of Winchester

General Location: Area east of Winchester from I-81 along Berryville Pike (VA 7) to Opequon
Creek. Also combat north of Red Bud Run W to US11. Stephenson's Depot. Star Fort. Collier Redoubt.

Campaign: Sheridan's Valley Campaign

Principal Commanders: [c] Lt. Gen. Jubal Early; [u] Maj. Gen. Philip Sheridan

Forces Engaged: [c] Four divisions (Gordon, Rodes, Ramseur, Breckinridge/Wharton), two cavalry
divisions (Fitz Lee, Lomax), about 15,200; [u] Three infantry corps (Wright, Emory, Crook), cavalry
corps (Torbert), about 39,236.

Casualties: [c] 3,611 (226k/1,567w/1,818m&c); [u] 5,018 (697k/3,983w/338m).

Significance: Opequon or Third Winchester (fought 19 September 1864) was the largest and most
desperately contested battle of the Civil War in the Shenandoah Valley, resulting in more than 9,000
casualties. The battle was a turning point of the war in the Valley, marking the rise of Sheridan and
the decline of Confederate power. Sheridan defeated the Confederate army again three days later at
Fisher's Hill (22 September), forcing it to retreat up the Valley to near Waynesboro. The CS army of
Lt. Gen. Jubal A. Early suffered about 23 percent casualties. Casualties for the larger Union army
under Maj. Gen. Philip Sheridan exceeded 5,000, nearly 20 percent. The Union XIX Corps sustained 40
percent casualties (2,074 men) and lost every regimental commander during its assaults on the
Middle Field and Second Woods. The most severe fighting and casualties occurred in the large parcel
east of I-81, north of rte. 7, west of rte. 656, and south of rte. 661. The Middle Field ranks with
some of the most sanguinary fields of the Civil War, witnessing more than 3,000 casualties. CS
general Robert E. Rodes and US general D. A. Russell were both killed within a few hundred yards of
the Dinkle Barn site at the entrance to Winchester Mall.

Description of the Battle

Phase One. US Advance (19 September): Maj. Gen. Philip Sheridan's army advanced from the
vicinity of Berryville on the Winchester-Berryville Pike about 0200 hours, 19 September 1864. At
earliest light, Brig. Gen. James Wilson's cavalry division crossed the Opequon at Spout Spring and
advanced through a defile known as Berryville Canyon, followed by the US infantry (VI Corps, XIX
Corps, and Crook's corps). At the canyon's mouth the cavalry met the first elements of Maj. Gen.
Stephen Ramseur's CS division and drove them back on their supports. Johnston's brigade deployed
across the pike and held back the Union advance, while the rest of the division came into line to
cover the Berryville Pike and Senseny Road farther to the south. The US cavalry launched several
mounted and dismounted charges, driving the CS infantry back about 150 yards to the vicinity of the
Dinkle Barn. Here Ramseur stiffened his defense with artillery, and the US cavalry withdrew as its
infantry began to deploy. Wilson's division moved to cover the US left flank where it remained for the
rest of the battle.

Phase Two. Cavalry Action: About 0200 hours Brig. Gen. Wesley Merritt's cavalry division of
three brigades (Custer, Devin, Lowell) advanced toward Seiver's and Locke's fords from the vicinity
of Berryville. Their crossings were resisted by Brig. Gen. John McCausland's cavalry brigade
dismounted behind barricades. The Reserve brigade (Lowell) pushed across at Seiver's Ford against
fitful opposition. Custer's brigade met heavier resistance at Locke's Ford and made several mounted
charges before securing a foothold on the western bank. By 0800 hours both wings were across the
creek, but the cavalry did not advance for several hours. About 1030 hours, McCausland's
skirmishers withdrew, and Merritt's division moved cautiously forward. Waiting for them was
Wharton's infantry division about a mile west of the fords, deployed across the roads in woods and
behind stone fences. About 1100 hours, the US cavalry began testing the CS defenses with
skirmishers and artillery. Custer launched one mounted attack but was quickly repulsed. About noon,
Sheridan's main infantry attack was underway, and Wharton's division withdrew to cover the CS left
flank on the Valley Pike north of Winchester. Merritt continued forward along Charles Town Road.
Custer followed the line of the Winchester & Potomac Railroad. About 1400 hours Merritt's division
converged with Averell's cavalry division on the Valley Pike near Stephenson's Depot. (See phase

Phase Three. Deployment of US Infantry: In the meantime, the Union infantry bogged down in
the narrow confines of Berryville Canyon, dashing Sheridan's hopes of quickly taking Winchester and
defeating the CS army in detail. Maj. Gen. Horatio Wright's VI Corps of three divisions (Getty,
Ricketts, Russell) emerged from the canyon in order. Getty's division deployed south of the pike with
its left flank resting on Abrams Creek. Ricketts' division formed north of the pike on Getty's right
and extending to Redbud Run. Russell's division was held in reserve. The XIX Corps of two divisions
(Dwight and Grover) did not begin crossing until after 0900 hours and eventually deployed north of
the pike into the First Woods, connecting with Ricketts' right. Sheridan established his headquarters
near the Berryville Pike, probably south of the road on the Eversole Farm.

As the US infantry deployed, the CS batteries opened a furious fire from behind the Dinkle Barn.
Union batteries swung into action on both sides of the pike to engage the CS guns.

In the meantime, Lt. Gen. Jubal Early concentrated his scattered divisions. Rodes' division, marching
from near Stephenson's Depot, deployed to the left and rear of Ramseur's division in the West
Woods. Gordon's division extended the line across the Hackwood Farm to Redbud Run. Wharton's
infantry and Fitz Lee's cavalry division drew a line across the Valley Pike north of town near
Stephenson's Depot. CS batteries deployed on high ground along Baker Lane north and south of the
West Woods, and north of Redbud Run. Skirmishing continued along Ramseur's front.

Phase Four. Fighting in Middle Field: At 1140 hours, a US signal gun boomed and Grover's
division of four brigades (Birge, Molineux, Sharpe, and Shunk) launched its attack from the First
Woods across Middle Field toward the Second Woods behind which Gordon's division waited. CS horse
artillery north of Redbud Run played havoc with the flanks of Grover's attacking line. Birge's brigade
reached the woods, driving back skirmishers, but then came up against Gordon's main line and were
staggered. Sharpe's brigade came up on Birge's left, and the fighting became desperate. The
Confederate line broke, falling back across the Hackwood property. Seven CS cannon in the
Hackwood Lane fired canister pointblank into the US attackers, throwing them back. Gordon now
launched a counterattack with two brigades, driving Birge and Sharpe out of the Second Woods and
back across Middle Field. Grover ordered Molineux to advance and plug the gap that had opened
between Birge and Sharpe. The firing was so intense that Molineux's flanks seemed to ``melt away.''
Shunk's brigade was thrown forward to bolster the wavering Union line, coming in on Molineux's right
rear. Shunk closed to within sixty yards of the CS line in the Second Woods. The two lines delivered
pointblank volleys into each others' ranks. Gordon again counterattacked, and the Union attack
collapsed. The wreckage of Grover's division went streaming back across the Middle Field to the
safety of the First Woods. The CS horse battery (Breathed) north of Redbud Run again worked
execution among the retreating division. Every regimental commander in Grover's division was killed
or wounded; casualties totaled nearly 1,500. Beal's brigade of Dwight's division deployed in the
treeline at the east end of the Middle Field and advanced into ``that basin of Hell'' to stem the
retreat. Gordon's men waiting along the treeline of the Second Woods laid down a murderous fire.
The Union brigade did not reach within 200 yards of the Second Woods before being pinned down.
They expended all of their ammunition before retreating back to the First Woods. The 114th New
York suffered casualties of 60 percent (188 of 350 effectives). McMillan's brigade, personally
directed by Corps commander Maj. Gen. William Emory, advanced. They reached a shallow ravine
about 200 yards from the Second Woods, where two regiments (8VT and 12CT) clung on for nearly
two hours. By 1300 hours, the main thrust of the XIX Corps attack was blunted and its ranks
decimated. By 1400 hours, firing on this end of the field sputtered out from sheer exhaustion.

Phase Five. Fighting Near Dinkle Barn: At 1140 in conjunction with the XIX Corps' advance on
the right, Getty's and Ricketts's divisions of the VI Corps launched their attack against Ramseur's
line, which was positioned on high ground, stretching from the Dinkle Barn south behind Abrams
Creek. Ricketts' division on the right was ordered to guide its attack on the Berryville Pike, which
takes a sharp jog to the left in front of the Dinkle Barn. As they advanced, a gap widened between
the VI Corps and the XIX Corps on the far right. Keifer's and Emerson's brigades ruptured the
Confederate center at the Dinkle Barn and moved to capture a battery of artillery in front of the
West Woods. Ramseur's left flank now gave way and Confederates began to drift back toward

Phase Six. Rodes's Counterattack: Just as Ramseur's left flank gave way from the Union
attacks, Maj. Gen. Robert E. Rodes brought his division forward from its protected position in the
West Woods. About 1330 he launched a devastating counterattack into the gap that had opened
between the VI and XIX Corps. Battle's Alabama brigade ``came out of the woods like a whirlwind,''
crushing Ricketts's division, which formed the right flank of the VI Corps. About this time, General
Rodes was killed by shrapnel. He fell somewhere along the woods line. Union soldiers streamed back
along the Berryville Pike, while two US batteries astride the pike tried to slow the CS assault. From
his command post on Eversole's Hill, Sheridan and Wright witnessed the disaster. Sheridan
immediately committed his reserves to stave off certain defeat; this was David A. Russell's division
of three brigades (Campbell, Upton, and Edwards). Campbell advanced his brigade astride the
Berryville Pike with Edwards' brigade to his right. General Russell, directing these maneuvers, was
mortally wounded. The two brigades struck Battle's attackers head-on and stalled them in the ravine
from which they had emerged and drove them back on their supports at the edge of the West
Woods--the rest of Rodes' division. Upton's brigade came in on Edwards' right advancing from the
edge of the Second Woods. The two divisions--Rodes' and Russell's--closed, exchanging murderous
volleys. Upton's impetuous charge stopped the CS counterattack and drove it back into the West
Woods. Russell's division was then withdrawn out of range to regroup. Wright called Upton's attack
the turning point of the battle.

Phase Seven. Cavalry Action: Concurrent with the above events, there was cavalry fighting
along the Valley Pike north of Winchester. About 0500 hrs. the Union cavalry division of William
Averell crossed the Opequon near Darkesville and moved to the Valley Pike, steadily pushing back the
23rd Virginia Cavalry, which fought a delaying action back to Bunker Hill. There the 23VA were
reinforced by the 62nd Virginia mounted infantry.

About 10 o'clock, Union cavalry attacked at Bunker Hill, forcing the CS cavalry to retire. Averell
continued pushing south on the pike to link up with Merritt's division about 1400 hours, near
Stephenson's Depot. South of the old Charles Town road, the Confederate cavalry units were
stiffened by Smith's infantry brigade (Wharton's Division). About 1330, Devin's brigade arrived on
the road to the depot. About one mile south of the depot, it encountered McCausland's brigade drawn
up in line of battle and attacked, driving the Confederates back in confusion. The 23VA cavalry and
the 62VA mounted infantry attacked the Union flank disrupting the charge. McCausland and Smith
retired one mile to the lightly entrenched line at near Collier Redoubt where they were reinforced by
Fitz Lee's two brigades (Wickham and Payne) and Wharton's infantry division. Maj. Gen. Fitzhugh Lee
fell wounded, during the fighting south of Stephenson's Depot. The Union cavalry deployed five
brigades in line of battle, stretching from the railroad west toward the ridge near the intersection of
the Valley Pike and Welltown Road.

Phase Eight. Crook's Flank Attack: About 1300 hours, Sheridan directed Crook's corps of two
divisions (Thoburn and Duval) to advance from its reserve position near Spout Spring. The divisions
marched to near the ``Factory'' on Redbud Run, where they split up. Thoburn's division moved west
on the south bank of Redbud into the First Woods to relieve the XIX Corps. Duval's division crossed
the run and turned west accompanied by the artillery of Capt. Henry DuPont. Duval's division
deployed near the Huntsberry House. DuPont unlimbered 18 guns on what has been named DuPont
Hill, opposite Gordon's flank in the Second Woods and opened fire. Crook now ordered Duval's division
forward into a ``wall of flame.'' They swept across Redbud Run at the Hackwood House, turning
Gordon's flank and advancing against Wharton's line, stretching from Collier Redoubt east. About this
time, Thoburn's division charged out of the First Woods into the Middle Field. This two-pronged
assault forced Gordon to abandon the Second Woods and align himself with Breckinridge to his left
rear. The CS line was now drawn into a compact L-shape, anchored by cavalry at Star Fort.
Wharton's division faced north. Gordon's division made the turn of the L and Rodes' and Ramseur's
divisions extended the line south to Abrams Creek.

Phase Nine. Collapse of CS Line: With the success of Crook's attack on the right, Sheridan
ordered a general advance against the constricted CS position on the plateau just north and east of
the town. The Confederates were posted behind stone fences, rail barricades, and in shallow
earthworks constructed in 1862. They could retreat no farther without losing organization in the
streets of Winchester. As the Union advance closed from east and north, firing became fierce and
desperate. The massed artillery of both sides fired case shot and canister. General Sheridan rode
forward to the battle lines to urge his troops forward. About 1530 hours, as the infantry fighting
reached a crescendo, Averell and Merritt advanced their cavalry divisions astride the Valley Pike,
first at a walk and then at a thundering gallop. They swept over the CS line at Collier Redoubt driving
back the CS cavalry on the low ground below Star Fort. Schoonmaker's brigade of Averell's division
repeatedly attacked Munford's cavalry at Star Fort, eventually overrunning the work. The CS
infantry withdrew to another line about 150 yards to the rear but the damage was done. The sound
of Union cavalry pounding in their rear spread panic all along the Confederate line, and soldiers began
streaming to the rear and ``whirling through Winchester.'' Wharton's and Gordon's divisions seemed
to disintegrate. Seven Federal horseman captured Confederate battle flags, each earning a Medal of
Honor. Rodes's division (commanded now by Grimes) performed the difficult maneuver of ``changing
front'' to the north to stop the onrushing US cavalry. Early's army retreated in disorder.

Phase Ten. Rear Guard Actions: General Early fashioned a defensive line at Kernstown (probably
at Pritchard's Hill and behind Hoge's Run) which saved his wagons and most of his artillery. Cavalry
and elements of the VI Corps probed this makeshift CS defense as night fell, but the US forces were
too disorganized by success to mount an effective pursuit. After dark, the CS army withdrew up the
Valley Pike to Fisher's Hill south of Strasburg. Gen. Sheridan established his headquarters in
Winchester at the home of Lloyd Logan. Casualties were so severe that nearly every sizeable
structure in Winchester served as a hospital after the battle.

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