By P. H Sheridan (Excerpted from his memoirs)

For a clear understanding of the operations which preceded the victories that resulted in almost annihilating General Early's army in the Shenandoah Valley, it is necessary to describe in considerable detail the events that took place prior to the 19th of September. My army marched from Harper's Ferry on the 10th of August, 1864, General Torbert with Merritt's division of cavalry moving in advance through Berryyille, going into position near White Post. The Sixth Corps, under General Wright, moved by way of Charlestown and Summit Point to Clifton; General Emory, with Dwight's division of the Nineteenth Corps, marched along the Berryville pike through Berryville to the left of the position of the Sixth Corps at Clifton; General Crook's command, moving on the Kabletown road, passed through Kabletown to the vicinity of Berryville, and went into position on the left of Dwight's division, while Colonel Lowell, with a detached force of two small regiments of cavalry, marched to Summit Point; so that on the night of August 10 my infantry occupied a line stretching from Clifton to Berryville, with Merritt's cavalry at White Post and Lowell's at Summit Point. The enemy, as stated before, moved at the same time from Bunker Hill and vicinity, and stretched his line from where the Winchester and Potomac railroad crosses Opequon Creek to the point at which the Berryville and Winchester pike crosses the same stream, thus occupying the west bank to cover Winchester.

On the morning of the 11th the Sixth Corps was ordered to me across the country toward the junction of the Berryville Winchester pike and the Opequon, and to take the crossing and hold it, Dwight's division being directed to move through Berryville on the White Post road for a mile, then file to the right by heads of regiments at deploying distances, and carry the crossing of Opequon Creek at a ford about three fourths of a mile from the left of the Sixth Corps, while Crook w instructed to move out on the White Post road, a mile and a half beyond Berryville, then head to the right and secure the ford about a mile to the left of Dwight; Torbert's orders were to push Merritt's division up the Millwood pike toward Winchester, attack any force he might run against, and ascertain the movements of the Confederate army; and lastly, Lowell received instructions to close in from Summit Point on the right of the Sixth Corps.

My object in securing the fords was to further my march on Winchester from the southeast, since, from all the information gathered during the 10th, 1 still thought Early could be brought to a stand at that point; but in this I was mistaken, as Torbert's reconnaissance proved, for on the morning of the 11th, when Merritt had driven the Confederate cavalry, then covering the Millwood pike west of the Ope9uon, off toward Kernstown, he found that their infantry and artillery were retreating south, up the Valley pike.

As Soon as this information was obtained Torbert moved quickly through

the tollgate on the Front Royal and Winchester road to New.

town, to strike the enemy's flank and harass him in his retreat, Lowell following up through Winchester, on the Valley pike; Crook was turned to the left and ordered to Stony Point, while Emory and Wright, marching to the left also, were directed to take post on the night of the 11th between the Millwood and Front Royal roads, within supporting distance of Crook. Merritt meeting some of the enemy's cavalry at the tollgate, drove it in the direction of Newtown till it got inside the line of Gordon's division of infantry, which had been thrown out and posted behind barricades to cover the flank of the main force in its retreat. A portion of Merritt's cavalry attacked this infantry and drove in its skirmish line,

and though not able to dislodge Gordon, Merritt held the ground gained till nightfall, when the Confederate infantry moved off under cover of darkness to Hupp's Hill, between Strasburg and Cedar Creek.

The next morning Crook marched from Stony Point to Cedar Creek, Emory followed with Dwight, and the cavalry moved to the same point by way of Newtown and the Valley pike, the Sixth Corps following the cavalry. That night Crook was in position at Cedar Creek, on the left of the Valley pike, Emory on the right of the pike, the Sixth Corps on the right of Emory, and the cavalry on the flanks. In the afternoon a heavy skirmish-line had been thrown forward to the heights on the south side of Cedar Creek, and a brisk affair with the enemy's pickets took place, the Confederates occupying with their main force the heights north of Strasburg. On the morning of the 13th my cavalry went out to reconnoiter toward Strasburg, on the middle road, about two and a half miles west of the Valley pike, and discovered that Early's infantry was at Fisher's Hill, where he had thrown up behind Thumbing Run earthworks extending clear across the narrow valley between the Massanutten and North mountains. On the left of these works he had Vaughan's, McCausland's, and Johnson's brigades of cavalry under General Lomax, who at this time relieved General Ramseur from the command of the confederate mounted forces.

Within the past day or two I had received information that a column of the enemy was moving up from Culpeper Court House and approaching Front Royal through Chester Gap, and although the intelligence was unconfirmed, it caused me much solicitude; for there was strong probability that such a movement would be made, and also considerable force advancing through Front Royal toward Winchester could fall upon my rear and destroy my communication with Harper's Ferry, or, moving along the base of Massanutten Mountain, could attack my flank in conjunction with the force at Fisher's Hill without a possibility of my preventing it.

Neither Wilson's cavalry nor Grover's infantry had yet joined me, and the necessities, already explained, which obliged me to hold with string garrisons Winchester and other points heretofore mentioned had so depleted my line of battle strength that I knew the enemy would outnumber me when Anderson's corps should arrive in the valley. I deemed it advisable, therefore, to act with extreme caution, so, with the exception of a cavalry reconnaissance on the 11th, I remained on the defensive, quietly awaiting developments. In the evening of that day the enemy's skirmishers withdrew to Tumbling Run, his main force remaining inactive behind the entrenchment's at Fisher's Hill waiting for the arrival of Anderson.

The rumors in regard to the force advancing from Culpeper kept increasing every hour, so on the morning of the 14th I concluded to send a brigade of cavalry to Front Royal to ascertain definitely what was up. At the same time I crossed the Sixth Corps to the south side of Cedar Creek, and occupied the heights near Strasburg. That day I received from the hands of Colonel Chipman, of the Adjutant-General's Department, the following despatch, to deliver which he had ridden in great haste from Washington through Snicker's Gap, escorted by a regiment of cavalry:

"City POINT, August 12, 1864-9 A. M.

"MAJOR-GENERAL HALLECK:

"Inform General Sheridan that it is now certain two (2) divisions of infantry have gone to Early, and some cavalry and twenty (20) pieces of artillery. This movement commenced last Saturday night. He must be cautious, and act now on the defensive until movements here force them to detach to send this way. Early's force, with this increase, cannot exceed forty thousand men, hut this is too much for General Sheridan to attack. Send General Sheridan the remaining brigade of the Nineteenth Corps.

"I have ordered to Washington all the one-hundred-day men. Their time will soon he out, but for the present they will do to serve in the defenses.

"U. S. GRANT, Lieutenant-General."

The despatch explained the movement from Culpeper, and on the morning of the 15th Merritt's two remaining brigades were sent to Front Royal to oppose Anderson, and the Sixth Corps withdrawn to the north side of Cedar Creek, where it would be in a position enabling me either to confront Anderson or to act defensively, as desired by General Grant.

To meet the requirements of his instructions I examined the map of the valley for a defensive line-a position where a smaller number of troops could hold a larger number for this information led me to suppose that Early's force would greatly exceed mine when Anderson's two divisions of infantry and Fitzhugh Lee's cavalry had joined him. I could see hut one such position, and that was at Halltown, in front of Harper's Ferry. Subsequent experience convinced me that there was no other really defensive line in the Shenandoah Valley, for at almost any other point the open country and its peculiar topography invites rather than forbids flanking operations.

This retrograde movement would also enable me to strengthen my command by Grover's division of the Nineteenth Corps and Wilson's cavalry, both of which divisions were marching from Washington by way of Snicker's Gap.

Carefully fully considering the matter, I determined to move back to Hailtown, carrying out, as I retired, my instructions to destroy all the forage and subsistence the country afforded So Emory was ordered to retire to Winchester on the night of the 15th, and Wright and Crook to follow through Winchester to Clifton the next night.

For the cavalry, in this move to the rear, I gave the following instructions:

"Headquarters MIDDLE Military division.

"Cedar Creek, Va., August 16, 1864.

"G: In compliance with instructions of the Lieutenant General commanding, you will make the necessary arrangements and give the necessary orders for the destruction of the wheat and hay south of a line from Millwood to Winchester and Petticoat Cap. You will seize all mules, horses, and cattle that may be useful to our army. Loyal citizens can bring in their claims against the Government for this necessary destruction. No houses will be burned, and officers in charge of this delicate but necessary duty must inform the people that the object is to make this valley untenable for the raiding parties of the rebel army.

"Very respectfully,

"P. H. SHERIDAN,

"MajorGeneral Commanding.

Brigadier General A. T. A. Tolbert,

"Chief of Cavalry, Middle Military Division."

During his visit to General Hunter at the Monocacy, General Grant had not only decided to retain in the Shenandoah Valley a large force sufficient to defeat Early's army or drive it back to Lee, but he had furthermore determined to make that section, by the destruction of its supplies, untenable for continued occupancy by the Confederates. This would cut off one of Lee's main-stays in the way of subsistence, and at the same time diminish the number of recruits and conscripts he received; the valley district while under his control not only supplying Lee with an abundance of food, but also furnishing him many men for the regular and irregular forces. Grant's instructions to destroy the Valley began with the letter of August 5 to Hunter, which was turned over to me, and this was followed at intervals by more specific directions, showing the earnestness of his purpose. He had rightly concluded that it was time to bring the war home to a people engaged in raising crops from a prolific soil to feed the country's enemies, and devoting to the Confederacy

its best youth. I endorsed the program in all it parts-for the stores of meat and grain that the valley provided, and the men it furnished for Lee's depleted regiments, were the strongest auxiliaries he possessed in the whole insurgent section. In war a territory like this is a factor of great importance, and whichever adversary controls it permanently reaps all the advantages of its prosperity. Hence, as I have said, I endorsed Grant's program, for I do not hold war to mean simply that lines of men shall engage each other in battle, and material interests be ignored. This is but a duel, in which one combatant seeks the other's life; war means much more, and is far worse than this. Those who rest at home in peace and plenty see but little of the horrors at-tending such a duel, and even grow indifferent to them as the struggle goes on, contenting themselves with encouraging all who are able-bodied to enlist in the cause, to fill up the shattered ranks as death thins them. -It is another matter, however, when deprivation and suffering are brought to their own doors. Then the case appears much graver, for the loss of property weighs heavy with the most of mankind; heavier often, than the sacrifices made on the field of battle, Death is popularly considered the maximum of punishment in war, but it is not; reduction to poverty brings prayers for peace more surely and more quickly than does the destruction of human life, as the selfishness of man has demonstrated in more than one great conflict.

In the afternoon of the 16th I started back to Winchester, whence I could better supervise our regressive march. As I was passing through Newtown, I heard cannonading from the direction of Front Royal, and on reaching Winchester Merritt's couriers brought me word that he had been attacked at the crossing of the Shenandoah by Kershaw's division of Anderson's corps and two brigades of Fitzhugh Lee's cavalry, but that the attack had been handsomely repulsed, with a capture of two battle flags and three hundred prisoners. This was an absolute confirmation of the despatch from Grant, and I was now more than satisfied with the wisdom of my withdrawal.

At daylight of the 17th Emory moved from Winchester to Berry ville, and the same morning Crook and Wright reached Wincheter, having started from Cedar Creek the day before. From Winchester, Crook and Wright resumed their march toward Clifton, Wright, who had the rear guard, getting that day as far as the Berryville crossing of the Opequon, where he was ordered to remain, while Crook went ahead till he reached the vicinity of Berryville. On the afternoon of the 17th Lowell with his two regiments of troopers came into Winchester, where he was joined by Wilson's mounted division, which had come by a rapid march from Snicker's ferry. In the mean time Merritt, after his handsome engagement with Kershaw near Front Royal, had been ordered back to the neighborhood of White Post, so that my cavalry Outposts now extended from this last point around to the west of Winchester.

During all these operations the enemy had a signal-station on Three Top Mountain, almost Overhanging Strasburg, from which every movement made by our troops could be plainly seen; therefore, early on the morning of the 17th he became aware of the fact that we were retiring down the valley, and at Once made after us, and about sundown drove Torbert Out of Winchester, he having been left there with Wilson and Lowell, and the Jersey brigade of the Sixth Corps, to develop the character of the enemy's pursuit. After a severe skirmish Wilson and Lowell fell back to Summit Point, and the Jersey brigade joined its corps at the crossing of the Opequon. This affair demonstrated that Early's whole army had followed us from Fisher's Hill, in concert with Anderson and Fitzhugh Lee from Front Royal, and the two columns joined near Winchester the morning of the 18th.

That day I moved the Sixth Corps by way of Clifton to Flowing Spring, two and a half miles west of Charlestown, on the Smithfield pike; and Emory, with Dwight's and Grover's divisions (Grover's having joined that morning from Washington), to a position about the same distance south of Charlestown, on the Berryville pike. Following these movements, Merritt fell back to Berryville, covering the Berryville pike crossing of the Opequon, and Wilson was stationed at Summit Point, whence he held a line along the Opequon as far north as the bridge at Smithfield. Crook continued to hold on near Clifton until the next day, and was then moved into place on the left of Emory.

This line was practically maintained till the 21st, when the enemy, throwing a heavy force across the Opequon by the bridge at Smithfield, drove in my cavalry pickets to Summit Point, and followed up with a rapid advance against the position of the Sixth Corps near Flowing Spring. A sharp and obstinate skirmish with a heavy picket line of the Sixth Corps grew out of this maneuver, and resulted very much in our favor, but the quick withdrawal of the Confederates left no opportunity for a general engagement. It seems that General Early thought I had taken position near Summit Point, and that by moving rapidly, around through Smithfield he could fall upon my rear in concert with an attack in front by Anderson, but the warm reception given him disclosed his error, for he soon discovered that my line lay in front of Charlestown instead of where he supposed.

In the maneuver Merritt had been attacked in front of Berryville and Wilson at Summit Point, the former by cavalry and the latter by Anderson's infantry. The exposed positions of Merritt and Wilson necessitated their withdrawal if I was to continue to act on the defensive; so, after the army had moved back to Halltown the preceding night, without loss or inconvenience, I called them in and posted them on the right of the infantry.

My retrograde move from Strasburg to Halltown caused considerable alarm in the North, as the public was ignorant of the reasons for it; and in the excited state of mind then prevailing, it was generally expected that the reinforced Confederate army would again cross the Potomac, ravage Maryland and Pennsylvania, and possibly capture Washington. Mutterings of dissatisfaction reached me from many sources, and loud calls were made for my removal, but I felt confident that my course would be justified when the true situation was understood, for I knew that I was complying with my instructions. Therefore I paid small heed to the adverse criticisms pouring down from the North almost every day, being fully convinced that the best course was to bide my time, and wait till I could get the enemy into a position from which he could not escape without such serious misfortune as to have some bearing on the general result of the war. Indeed, at this time I was hoping that my adversary would renew the boldness he had exhibited the early part of the month, and strike for the north side of the Potomac, and wrote to General Grant on the 20th of August that I had purposely left everything in that direction open to the enemy.

On the 22d the Confederates moved to Charlestown and pushed well up to my position at Halltown. Here for the next three days they skirmished with my videttes and infantry pickets, Emory and Cook receiving the main attention; but finding that they could make no impression, and judging it to be an auspicious time to intensify the scare in the North, on the 25th of August Early despatched Fitzhugh Lee's cavalry to Williamsport, and moved all the rest of his army but Anderson s infantry and McCausland's cavalry to Kerneysville. This same day there was sharp picket firing along the whole front of my infantry line, arising, as afterward ascertained, from a heavy demonstration by Anderson. During this firing I sent Torbert, with Merritt's and Wilson's divisions, to Kerneysville, whence he was to proceed toward Leetown and learn what had become of Fitz. Lee.

About a mile from Leetown Torbert met a small force of Confederate cavalry, and soon after encountering it, stumbled on Breckenridge's corps of infantry on the march, apparently heading for Shepherdstown. The surprise was mutual, for Torbert expected to meet only the enemy's cavalry, while the Confederate infantry column was anticipating an unobstructed march to the Potomac. Torbert attacked with such vigor as at first to double up the head of Breckenridge's corps and throw it into confusion, but when the Confederates realized that they were confronted only by cavalry, Early brought up the whole of the four infantry divisions engaged in his maneuver, and in a sharp attack pushed Torbert rapidly back.

All the advantages which Torbert had gained by surprising the enemy were nullified by this counter attack, and he was obliged to withdraw Wilson's division toward my right, to the neighborhood of Duffield's Station, Merritt drawing back to the same point by way of the Shepher town ford, Custer's brigade becoming isolated after the fight while assisting the rear guard, was also obliged to retire, which it did to Shepherdstown and there halted, picketing the river to Antietam ford.

While Torbert reported to me the nature of his encounter, and that a part of Early's infantry was marching to the north, while Fitzhugh Lee's cavalry had gone toward Martinsburg, I thought that the Confederate general meditated crossing his cavalry into Maryland, so I sent Wilson by way of Harper's Ferry to watch his movements from Boonesboro', and at the same time directed Averell, who had reported from West Virginia some days before, to take post at Williamsport and hold the crossing there until he was driven away. I also thought it possible that Early might cross the Potomac with his whole army, but the doubts of a movement like this outweighed the probabilities favoring it. Nevertheless, to meet such a contingency I arranged to throw my army on his rear should the Occasion arise, and deeming my position at Halltown the most advantageous in which to await developments, my infantry was retained there.

If General Early had ever intended to cross the Potomac, Torbert's discoverer of his maneuver put an end to his scheme of invasion, for he well knew that any success he might derive from such a course would depend on his moving with celerity, and keeping me in ignorance of his march till it should be well under way; so he settled all the present uncertainties by retiring with all his troops about Kerneysville to his old position at Bunker Hill behind the Opequon, and on the night of the 26th silently withdrew Anderson and McCausland from my front at Hall-town to Stephenson's depot.

By the 27th all of Early's infantry was in position at Brucetown, and Bunker Hill, his cavalry holding the outposts of Leetown and Smithfield, and on that day Merritt's division attacked the enemy's horse at Leetown, and pressed it back through Smithfield to the west side of the Opequon. This reconnaissance determined definitely that Early had abandoned the projected movement into Maryland, if he ever seriously contemplated it; and I marched my infantry out from Halltown to the front of Charlestown, with the intention of occupying a line between Clifton and Berryville the moment matters should so shape themselves that I could do so with advantage. The night of the 28th Wilson joined me near Charlestown from his points of 0bservation in Maryland, and the next day Averell crossed the Potomac at Williamsport and advanced to Martinsburg.

Merritt's possession of Smithfield bridge made Early somewhat uneasy, since it afforded opportunity for interposing a column between his right and left flanks, so he concluded to retake the crossing, and, to this end, on the 29th advanced two divisions of infantry. A severe fight followed, and Merritt was forced to retire, being driven through the village toward Charlestown with considerable loss. As Merritt was nearing my infantry line, I ordered Ricketts's division of the Sixth Corps to his relief, and this in a few minutes turned the tide, the Smithfield Crossing of the Opequon being regained, and afterward held by Lowell's brigade, supported by Ricketts. The next morning I moved Torbert, with Wilson and Merritt, to Berryville, and succeeding their occupation of that point there occurred along my whole line a lull, which lasted until the 3d of September, being undisturbed except by a combat near Bunker Hill between Averell's cavalry and a part of McCausland's, supported by Rodes's division of infantry, in which affair the Confederates were defeated with the loss of about fifty prisoners and considerable property in the shape of wagons and beef cattle.

Meanwhile Torbert's movement to Berryville had alarmed Early, and as a counter move on the 2d of September he marched with the bulk of his army to Summit Point, but while reconnoitring in that region on the 3d he learned of the havoc that Averell was creating in his rear, and this compelled him to recross to the west side of the Opequon and mass his troops in the vicinity of Stephenson's depot, whence he could extend down to Bunker Hill, continue to threaten the Baltimore and Ohio railroad, and at the same time cover Winchester.

The same day I was moving my infantry to take up the Clifton-Berryville line, and that afternoon Wright went into position at Clifton, Crook occupied Berryville, and Emory's corps came in between them, forming almost a continuous line. Torbert had moved to White Post meanwhile, with directions to reconnoitre as far south as the Front Royal Pike.

My infantry had just got fairly into this position about an hour before sunset, when along Crook's front a combat took place that at the time caused me to believe it was Early's purpose to throw a column between Crook and Torbert, with the intention of isolating the latter, but the fight really arose from the attempt of General Anderson to return to Petersburg with Kershaw's division in response to loud calls from General Lee. Anderson started south on the 3d of September, and possibly this explains Early's reconnoissance that day to Summit Point as a covering movement, but his rapid withdrawal left him in ignorance of my advance, and Anderson marched on heedlessly toward Berryville, expecting to cross the Blue Ridge through Ashby's Gap. At Berryville, however, he blundered into Crook's lines about sunset, and a bitter little fight ensued, in which the Confederates got so much the worst of it that they withdrew toward Winchester. When General Early received word of this encounter he hurried to Anderson's assistance with three divisions, but soon perceiving what was hitherto unknown to him, that my whole army was on a new line, he decided, after some slight skirmishing, that Anderson must remain at Winchester until a favorable opportunity offered for him to rejoin Lee by another route.

Succeeding the discomfiture of Anderson, some minor Operations took place on the part of Averell on the right and McIntosh's brigade of Wilson's division on the left, but from that time until the 19th of September no engagement of much importance occurred. The line from Clifton of Berryville was Occupied by the Sixth Corps and Grover's and Dwight's divisions of the Nineteenth, Crook being transferred to Summit Point, whence I could use him to protect my right flank and my communication with Harper's Ferry, while the cavalry threatened the enemy's right flank and line of retreat up the valley.

The difference of strength between the two armies at this date was considerably in my favor, but the conditions attending my situation in a hostile region necessitated so much detached service to protect trains, and to secure Maryland and Pennsylvania from raids, that my excess in numbers was almost canceled by these incidental demands that could not be avoided, and although I knew that I was strong, yet, in consequence of the injunctions of General Grant, I deemed it necessary to be very cautious; and the fact that the Presidential election was impending made me doubly so, the authorities at Washington having impressed upon me that the defeat of my army might be followed by the overthrow of the party in power, which event, it was believed, would at least retard the progress of the war, if, indeed, it did not lead to the complete abandonment of all coercive measures. Under circumstances such as these I could not afford to risk a disaster, to say nothing of the intense disinclination every soldier has for such results; so, notwithstanding my superior strength, I determined to take all the time necessary to equip myself with the fullest information, and then seize an opportunity under such conditions that I could not well fail of success.