As the Army of Northern Virginia began to dig in around Petersburg in June 1864, Lee sent his Second Corps under Lieutenant General Jubal Anderson Early west towards the Shenandoah Valley. Lee told Early to secure the vital Confederate rail depot at Lynchburg and to cross the Potomac and threaten Washington, diverting Grant’s attention from the siege developing at Petersburg. Early approached Washington but, beaten at the Battle of Monocacy, he retreated back up the Shenandoah Valley. Grant diverted troops from Petersburg to the Valley to protect Washington and defeat Early. On July 24, 1864 Early attacked Union forces in the Valley under Brigadier General George Crook at Kernstown aiming to defeat them before they could be joined by Grant’s reinforcements, and to clear the way for Early to retreat to Virginia. The battle started about 10:00 a.m. By midafternoon while the Confederates engaged Crook’s center, Major General Breckinridge outflanked the Federals on their left with one division and broke Crook’s entire left wing. By early evening the Federal right wing had also broken and fled as Major General Dodson Ramseur’s men dominated the fighting on that flank. The federal center consisting of one division was then under attack by three Confederate divisions from three directions. This broke and retreated as well, pursued by Early. By 10:00 p.m. the federals had retreated 15 miles and escaped under cover of darkness. Casualties were 200 Confederates and 1,200 Federals. By late July Early controlled the Shenandoah Valley. Grant sent Major General Phil Sheridan to take command of all the Union forces in the Valley and by the fall he finally defeated the Confederates and during what came to be known as The Burning, destroyed the agricultural ability of the Valley to support Lee at Richmond.
During the spring and summer of 1864 Union and Confederate forces in Virginia were engaged in a bloodbath. Newly appointed General in Chief for the Union Army Ulysses S. Grant was committed to destroying General Robert E. Lee’s Army of Northern Virginia at all costs. His Overland Campaign involved pushing south towards Richmond with the Army of the Potomac and fighting Lee at every crossroads. Most of this fighting was taking place east of the Shenandoah Valley between the capitals of Washington D.C. and Richmond. In order for Grant’s plan to work he could not afford to ignore the Shenandoah Valley. The Second Battle of Kernstown on July 24, 1864 was Early’s greatest military feat. However, this victory forced Grant to view the Shenandoah Valley as a primary theater of war.
By the early weeks of June 1864 Lee’s Army of Northern Virginia was bloodied and battered as they began to dig in around Richmond and Petersburg to prepare for a possible siege war. Knowing that Grant’s massive Army would be continually resupplied with men and provisions, Lee could not sit idle or else defeat would be imminent. In a daring maneuver he sent the Second Corps Army of Northern Virginia under Lieutenant General Jubal Anderson Early west towards the Shenandoah Valley. Unlike the Union high command, Lee knew the military importance of utilizing the Shenandoah Valley. Running for nearly 150 miles from the southwest to northeast of Virginia. The Valley is flanked by the Blue Ridge Mountains to the east and Alleghany Mountains to the west the Valley runs to the banks of the Potomac River. Lee used the Valley previously in 1862 and 1863. In 1862 Major General Thomas Jonathan “Stonewall” Jackson used the Valley as a discretionary theater of war and his victories propelled him to the pantheon of American generals. The following year Lee sent the Second Corps in the Valley en route to Gettysburg. By the summer of 1864 Lee hoped Early could replicate the previous Confederate successes. Early’s direct orders from Lee were two fold. First was to secure the crucial Confederate supply and rail depot at Lynchburg from being captured by Union forces under General David Hunter. Secondly Lee urged Early to then take his new independent command north through the Shenandoah Valley and push into northern territory across the Potomac River. This audacious plan was a desperate attempt by Lee. He hoped that Early’s maneuvers would force Grant to divert Union soldiers from around Richmond and Petersburg.
More importantly Lee knew that he could not win the war on the battlefield. His only hope in winning the war was in the polls. In November 1864 President Lincoln was up for re-election and his biggest opponent was former Union Major General George Brinton McClellan. However, McClellan was campaigning under the principle of entering peace talks with the Confederacy. If elected, he vowed to end the hostilities and open up negations with politicians from the Confederacy. Lincoln viewed the only legitimate end to the war to be a clear cut Union military victory. Lee hoped by invading the north once again in the summer of 1864 he could sway northern public support away from Lincoln, and towards McClellan. What followed during the summer of 1864 in the Shenandoah Valley sealed the fate for Lee and the Confederacy once and for all.
Early’s command reached left Petersburg and arrived at Lynchburg on the night of June 17. The following day his Confederates defeated Hunter during the Battle of Lynchburg. Hunter’s Union command fled west into the mountains of West Virginia. This left the Shenandoah Valley open for an invasion north. Early’s men rapidly marched north utilizing the macadamized Valley Turnpike which ran like a highway straight through the Shenandoah Valley. By July 5 Early secured Harpers Ferry, crossed the Potomac River into northern territory and set his sights on the Union capital at Washington D.C. On July 9 Early fought Union General Lew Wallace at the Battle of Monocacy. Known as the “battle that saved Washington,” Wallace was able to stall Early’s advance for one day. During this delay Grant began shipping men from Richmond north into the defenses of Washington, including the VI Corps and portions of the XIX Corps. On July 11 and 12 Early made one final push to capture Washington during at the Battle of Fort Stevens. Knowing he was outnumbered and his men tired, he fled west back towards the Shenandoah Valley. Even though he did not take the Union capital he realized the importance of his raid. Henry Kyd Douglass he recalled Early declaring, “Major, we haven’t taken Washington, but we’ve scared Abe Lincoln like hell!”
Early crossed the Potomac at White’s Ford near Leesburg on July 14 and safely reentered Virginia. During Early’s retreat Grant sent the VI Corps under Major General Horatio Gouverneur Wright in pursuit of Early. Wright was joined by remnants of Hunter’s command including the Army of West Virginia under Brigadier General George Crook. Crook and Wright joined and fighting broke out on the banks of the Shenandoah River on July 18 at the Battle of Cool Spring. When the fighting was over Early continued his retreat into the Valley and regrouped at Winchester, all the while being pursued by the VI Corps and Crook’s Army of West Virginia. Early ordered Major General Stephen Dodson Ramseur’s division west accompanied by cavalry to Winchester on July 19. Ramseur was ordered to secure the town, and gain any supplies. On the morning of July 20 Ramseur moved his command two miles north of Winchester and engaged what he thought was an inferior Union force under Union General William Woods Averell. The Battle of Rutherford’s Farm that followed was a clear cut Confederate loss. Ramseur withdrew his command south and rejoined the rest of the Confederate Second Corps around Strasburg.
By the morning of July 21 Early’s Second Corps had marched hundreds of miles and done exactly what Lee asked him to do. Early’s brilliants maneuvers forced Grant to send reinforcements into the Shenandoah Valley. More importantly for Lee’s grand strategy Confederates almost marched down Pennsylvania Avenues just months before Election Day 1864. Early’s force at this point numbered 14,000 men divided into four infantry divisions. The majority of his men were seasoned veterans from the Army of Northern Virginia, including remnants of the Stonewall Brigade and Louisiana Tigers.
Union forces in the Shenandoah Valley consisted of George Crook’s Army of West Virginia and contained just fewer than 10,000 men. After the Union victory at Rutherford’s Farm on July 20 Crook moved his command just south of Winchester to Kernstown. Located in Harpers Ferry David Hunter was Crook’s immediate superior. Men serving underneath Crook thought highly of their commander. Colonel Rutherford Birchard Hayes commanded a brigade in the Army and wrote, “We all feel great confidence in his skill and good judgement.” Crook was convinced that Early was in full retreat south to rejoin Lee around Richmond. Hunter was so confident that Early was defeated that he sent Wright and the VI Corps out of the Valley to rejoin Grant. President Lincoln wrote to Hunter at this time, “Are you able to take care of the enemy when he turns back on you, as he probably will, on finding Wright has left.” Little did Lincoln know he was foreshadowing exactly what was about to happen. 
On the morning of July 23 Crook received reports from his Chief of Cavalry Brigadier General Alfred Napoléon Alexander Duffié that a body of Confederate cavalry was spotted along the Valley Turnpike south of Winchester. Crook immediately sent out First Cavalry Division to fend off the Confederate horsemen. As the horsemen galloped south Union infantry began preparations to move. By 3:00 p.m. Duffié drove off any threat and Union infantry saw little fighting. This action confirmed to Crook that Early was in fact in full retreat towards Richmond and this was meant screen his withdrawal from the Valley. On the same day General Early received word that the Union VI and XIX Corps were en route to reinforce Crook. With this news Early knew he had to attack Crook at Kernstown.
When Union soldiers awoke in Kernstown on Sunday July 24 Crook was convinced that Early’s command did not exceed 1,000 men and at most three cannon. Little did he know that as his men were attending Sunday services in camp, Confederate infantrymen had already begun their advance north on the Valley Turnpike from Strasburg. Early ordered his four infantry divisions under Generals Robert Emmett Rodes, Gabriel Colvin Wharton, Stephen Dodson Ramseur and John Brown Gordon to begin their march north at 4:30 a.m. Major General John Cabell Breckinridge’s command of Wharton’s and Gordon’s divisions led the march. In the rear Ramseur and Rodes trailed behind accompanied by three artillery battalions. Screening the advance was Early’s cavalry division under Brigadier General John Crawford Vaugh. Early knew he outnumbered his Union opponent and there were no federal reinforcements within marching distance. A Confederate victory at Kernstown would seal control of the Valley for the Confederates come fall and harvest time.
Crook received reports from General Duffié that the 21st and 15th New York Cavalry were engaged with Confederate horsemen south of Kernstown around 7:00 a.m. Determined to defeat the pesky Confederate force once and for all, he sent the entire Army of West Virginia forward to Kernstown. The men formed along the same ground contested over in the 1862 Union victory during the First Battle of Kernstown. The men formed in around the fields of the Pritchard House. Colonel Hayes’ Brigade formed Crook’s left, east of the Valley Turnpike. Colonel James Mulligan’s “Irish Brigade” formed Crooks center on the west side of the pike.  On Mulligan’s right was Colonel Isaac Duval’s Division. Crook’s infantry ran along a stone wall that paralleled a small creek, Hoge Run. Colonel Joseph Thoburn’s Division was kept in reserve at the back of Pritchard’s Hill. On the crest of Pritchard’s Hill Crook positioned his artillery pieces, including Upshur’s Battery under Henry DuPont. Crook flanked his line with his cavalry; General Duffié on his right and Averell on his left flank. Crook wanted Averell to move around Early’s line and get in the Confederates’ rear to attack his trains.
By 10:00 a.m. Early was in sight of Kernstown and began to deploy his army. General Gordon’s division was placed on the west side of the Valley Pike concealed in part by woods known as Barton’s Woods. General Ramseur’s division deployed further west along Sandy Ridge, a piece of high ground which ran parallel with the Valley Turnpike. Early sent his cavalry in two directions, “one on the right along the road from Front Royal to Winchester; and the other on the left, and west of Winchester.” Early hoped that the two columns of horsemen would reunite in the rear of the Union line. Gordon and Ramseur deployed sharpshooters in a skirmish line around the Opequon Church. As the fighting began one Confederate soldier described the scene, “It was evident in the minds of the Confederates, as soon as skirmishing began, that aggressive leadership was lacking in the ranks of the enemy, and that victory would be easy.”
Responding to Confederate skirmishers, Mulligan moved his men outside from the cover of the stone wall forward to the Opequon Church. For nearly two hours Union and Confederate skirmishers exchanged fire with each other. To Crook this action confirmed that it was only a small Confederate force to his front. By noon Gordon’s main line began its move. York’s Brigade of Louisianans pushed forward and made an attack on Mulligan’s West Virginians and Illinoisans. The men exchanged fire in and around the Church courtyard with Union soldiers taking safety behind the stone wall that surrounded the churchyard. A soldier in the 13th West Virginia recalled the flamboyant Mulligan encouraging his own men:
I shall never forget his appearance as he rode past our lines just in the commencement of the fight. Such a look of nobleness I never before saw in a man’s countenance-as with coat off revealing his green shirt, emblematical of his native land, and without hat his locks streaming in the air, he arose in his saddle and gave vent to his feeling, exclaiming, “Bully Boys, brave boys! Stand up to it-keep your line unbroken”.
Confusion ensued as many of southern soldiers replaced their worn uniforms with part of Union uniforms. Twice Mulligan ordered a cease fire for fear of firing into his own ranks. Colonel T. M. Harris of the 10th West Virginia described this, “twice ceasing our fire for a short interval…I understood it, as to the character of the line advancing in front of the right of my command, most of the men being dressed in Federal Uniforms.” The Confederates pushed through the Opequon Churchyard and cleared it of any Federal opposition. Mulligan and his men retreated to their original position, crossing the dry bed of Hoge Run and repositioned along the stone wall at the base of Pritchard's Hill.
At this point in the early afternoon it was becoming clear to Mulligan that this was not a small body of Confederates. He approached General Crook with his concerns and suggested that they should fall back. Crook is said to have responded confidently. “There is no danger. We are able to whip all the rebels there is in our front.” Crook then ordered Colonel Thoburn’s men to the front to aid in supporting Mulligan’s right. Thoburn later reported at this time, “orders came not to move forward, but to move toward the right.” Thoburn’s line smashed into Ramseur’s North Carolinians near Sandy Ridge and began a hot engagement to the west of Crook’s main line. As Early oversaw the deployment of his men he was approached by General Breckinridge. After viewing the fighting Breckinridge saw a weakness in the Union line on Crook’s left flank. He also saw that the ground to the east of the Valley Turnpike contained ravines to hide a possible advance. Breckinridge proposed taking Wharton’s division on a flanking maneuver to attack Hayes’ lone brigade.
In order for Breckinridge’s attack to succeed, Gordon’s men needed to continually engage the center of Crook’s line, which they did. While moving into position Breckinridge easily pushed back Averell’s Union horsemen. By 3:00 p.m. Breckinridge had brilliantly maneuvered Wharton’s division perpendicular to the Union left. His three Confederate brigades were hidden by a ridge and were no more than forty yards from the Union line. When the Confederate’s fired their first volley it cut through the 36th Ohio. Major Jewett Palmer of the 36th Ohio simply recalled, “We were cut down by the score…Enlisted men went down as I never before saw them fall.”  Men from the 36th Ohio broke and began to flee towards Pritchard’s Hill. The next regiment hit was the 23rd Ohio. Lieutenant Colonel James Munroe Stuart Comly of the 23rd Ohio later recalled, “We were broken to bits, under a most destructive fire, and with no possibility of recovering.” Breckinridge’s attack was executed perfectly. Another soldier from Cleveland recalled witnessing the Confederates as they, “pressed forward yelling like demons and poured volley after volley into our flank, which we could not return.” Hayes’s brigade broke and began to fall towards Pritchard’s Hill. In an attempt to buy time for the retreat, two squadrons of the 20th Pennsylvania cavalry charged Breckinridge’s line. This delaying maneuver allowed for the remnants of Hayes’s command to flee. In nearly thirty minutes Breckinridge broke Crooks entire left flank.
The situation for the Union by early evening on July 24 in Kernstown looked bleak. As Hayes’s brigade fled north, Thoburn had been driven off the field by Ramseur’s men. Crook’s left and right flanks had been driven off the field. The only hope for Union victory rested in James Mulligan’s division which was holding behind the stone wall. By this point in the day Mulligan was being attacked from three directions; Ramseur’s division on his right, Gordon’s in his front, and now Wharton’s on his left. Confederate sharpshooters from Gordon’s division crept forward and took advantage of Hoge Run being dry. Virginians from Terry’s brigade utilized this natural ravine to pepper the West Virginians behind the stone wall. Rallying his men was Mulligan himself on horseback. His presence on the battlefield could not be mistaken. He became a prime target for Confederate sharpshooters. As he was rallying his men he was shot in the leg and dismounted from his mount. Soldiers quickly surrounded their beloved Irish commander. One soldier was Mulligan’s nephew, Lieutenant. James Nugent. Nugent was struck and died instantly in front of his uncle and dropped the regimental standards. One Union soldier recalled Nugent, “fell forward on his face, the colors draping gracefully over his person.” As Mulligan saw his command collapse around him he was struck by two more bullets. Mulligan now lay mortally wounded and gave his men one last order, “Lay me down and save the flags. Now you can do me no good. Save your colors!” Mulligan was later brought into the Pritchard House where Confederate Dr. Maguire worked on him after the battle. Mulligan later died of his wounds suffered from the battle.
Mulligan’s command was the last of Crook’s Army of West Virginia to leave the field. Crook ordered the remnants of Hayes’ brigade to protect the rearguard of the Union army and aid in buying time to get Captain DuPont’s artillery safely off Pritchard’s Hill. Crooks men fled north into Winchester being pursued by Early’s men the whole way. By sunset Crook had positioned the fragments of his command in the forts north and west of Winchester. West Virginian Charles Lynch recalled the chaos, “Owing to my naked feet I could hardly keep up, but keep pushing. There are many hills commanding our position. As I could keep with the boys I came near being captured. I made a running jump over into the rifle pits near the old Star Fort.” Having attacked the same forts a year prior in 1863 during the Second Battle of Winchester, Early knew the terrain. He ordered artillery to unlimber and fire into the forts. As night fell Crook’s men fled the forts and retreated north towards Stephenson’s Depot being chased by Robert Rode’s division. By 10:00 p.m. Crook’s Army of West Virginia had fled over fifteen miles north to from Kernstown to Bunker Hill in a strong rain storm.
By nightfall Early had the opportunity to put the nail in the coffin and trap Crook’s disorganized command. He wanted his cavalry to charge north and cut off the Union retreat, but this never materialized. Early later placed the blame on not capturing Crooks whole force on his cavalry. “The cavalry had not been moved according to my orders; and the enemy, having the advantage of an open country and a wide macadamized road, was enabled to make his escape with his artillery and most of his wagons...all my operations had been impeded for the want for an efficient and energetic cavalry commander.” Crook’s men they were able to escape under the darkness of night.
When the sun rose on July 25 the Battle of Second Kernstown was history. Local Kernstown citizens were left with to bury the dead and attempted to make sense of the destruction and disaster. Jubal Early orchestrated a brilliant Confederate victory. Casualties for the Confederates numbered as little as 200 men. Crook lost a total of 1,200 men with the majority of them being captured during the retreat north towards Bunker Hill. Similar to Early who blamed his cavalry for not bagging the whole of Crook’s command, Crook blamed his cavalry for the Union defeat. John Worsham of the 21st Virginia fought in this battle and survived the war. Later in his life he simply labeled Second Kernstown as, “the most easily won battle of the war.” An Alabamian from the 5th Alabama put the battle in its larger context as well when he described the battle as an “extraordinary battle in which the hand of the almighty was more plainly raised in our behalf than in any other of the war.” Early and the Second Corps once again controlled the Shenandoah Valley by late July 1864.
With a stronghold in the Shenandoah Valley Early sent a brigade of cavalry under Brigadier General John McCausland, Jr. to Chambersburg Pennsylvania and demanded ransom. When the townspeople refused to pay the cavalrymen burned Chambersburg to the ground and rode back to Virginia. By late July 1864 the Union high command saw actions in the Shenandoah Valley as damaging to the larger war effort in Virginia. Early’s command pushed towards Washington D.C. and launched burning party raids across the Potomac in Pennsylvania, while Election Day in the North was nearing. Confederate actions in the Shenandoah Valley were detrimental to Grant’s campaign against Richmond.
Following the Second Battle of Kernstown Grant recognized the critical importance of controlling the Shenandoah Valley. The problem Grant saw was, “partly because of the incompetency of some of the commanders, but chiefly because of the interference from Washington,” Up to this point in 1864 the Shenandoah Valley was under multiple separate military departments: the Department of the Susquehanna, the Middle Department, the Department of Washington and the Department of the West. Communication was often lax between these departments. Grant streamlined these and created the Middle Military Division which encompassed all of these departments.
Grant now needed to find a competent commander who would defeat Early and gain control of the Shenandoah Valley once and for all by Election Day 1864. After discussing with Union high command Grant got his choice and sent General Philip Sheridan along with the VI Corps and two divisions of the XIX Corps, and two divisions of cavalry from the Army of Potomac Cavalry Corps to the Shenandoah Valley. Grant wrote on August 1st 1864 to General Halleck, “I want Sheridan put in command of all the troops in the field, with instructions to put himself south of the enemy and follow him to the death.”
During the fall of 1864 Sheridan finally defeated the Confederacy in the Shenandoah Valley and destroyed its agricultural ability to support Lee in Richmond during “The Burning.” Jubal Early’s victory at Second Kernstown was his finest military moment during the Civil War. However, the victory also spelled doom for the Confederacy in the Shenandoah Valley. Early’s victory forced the Union high command and Ulysses Grant to treat the Shenandoah Valley as a primary theater of war. It was because of Early’s victory that Grant decided to combine military districts, appoint Sheridan, and funnel more soldiers from the battle for Richmond to the Valley.
Patchan, Scott. Shenandoah Summer The 1864 Valley Campaign. Lincoln: University of Nebraska Press, 2007.
Cooling, Benjamin F. Jubal Early’s Raid on Washington: 1864. Baltimore: The Nautical & Aviation Publishing Company, 1989.
Early, Jubal A. Lieutenant General Jubal Anderson Early C.S.A. Autobiographical Sketch and Narrative of the War Between the States. Philadelphia and London: J. B. Lippincott, 1912.
Gallagher, Gary. Stephen Dodson Ramseur Lee’s Gallant General. Chapel Hill: University of North Carolina Press, 1985.
Noyalas, Jonathan. “Early’s Costliest Victory The Second Battle of Kernstown and its Impact on Union Strategy in the Shenandoah Valley, 1864.” Winchester Frederick County Historical Society Journal 14 (Fall 2002): 65-73.
Patchan, Scott. “George Crook’s Tin Ear.” Civil War Times 51, no. 1 (2012):50-55.
Pond, George. The Shenandoah Valley in 1864. New York: Charles Scriber’s Sons, 1883.
Thomas, Lewis. Shenandoah in Flames: The Valley Campaigns of 1864. Alexandria: Time Life Books, 1987.
Wert, Jeffrey. “The Old Killing Ground; The Second Battle of Kernstown, 1864.” Civil War Times Illustrated 23, no. 8 (1984): 40-47.
Kernstown Battlefield Association
The Kernstown Battlefield Association owns and operate the Kernstown Battlefield on the Pritchard-Grim Farm in Winchester, Virginia. The address is 610 Battle Park Drive Winchester, Virginia. The Battlefield is open Saturdays 10:00 a.m.-4:00 p.m. and Sundays noon- 4:00 p.m. May to October.
Shenandoah Valley Battlefields Foundation
The Shenandoah Valley Battlefields Foundation preserves and interprets the region’s significant Civil War battlefields and related historic sites.
Winchester-Frederick County Convention and Visitors Bureau
The Winchester-Frederick County Convention and Visitors Bureau offers guided Civil War tours from June-October.
Winchester-Frederick County Historical Society
The Winchester-Frederick County Historical Society is a non-profit organization of individuals interested in the preservation and expansion of knowledge about the historical and cultural heritage of the Norther Shenandoah Valley, with geographical focus on the City of Winchester and Frederic County, Virginia.
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