In the fall of 1864, Maj. Gen. Philip Sheridan, commander of the Union Army of the Shenandoah, marched up the fertile Shenandoah Valley, stripping the country bare to starve out the Confederate forces in Virginia. By mid-October, after stinging defeats at Third Winchester and Fisher's Hill, Confederate Lt. Gen. Jubal Early and his exhausted Army of the Valley, seemed near the breaking point.  Nevertheless, though outnumbered two-to-one, Early hoped to even the odds against him by launching a daring attack that could drive the Federals into the lower Valley, and reverse Southern fortunes in 1864.

After an audacious night march, Early’s troops forded the North Fork of the Shenandoah River and attacked the Yankees near Cedar Creek.  The thick morning fog did much to aid the smaller Confederate force, concealing their numbers and causing confusion in the Federal ranks.  The Southerners drove first one, then another, then a third Union Corps from their camps near Cedar Creek, across Belle Grove plantation, then north of Middletown. As the sun came up, it looked as if the Confederates had won an astounding victory.

This success, however, brought problems of its own.  The very fog that had shielded their advance had also caused Confederate units to become jumbled in the aftermath of their morning assault.  Furthermore, many soldiers in Early's army were starving and for some, the abandoned Union camps--where food and supplies were abundant--presented the perfect opportunity to fill their haversacks and their stomachs with Yankee goods.  Untold numbers of Confederates fell out of ranks to pilfer the enemy's stores.  Thus, by midday Early required considerable time to reorganize his force for a final, crushing blow.

Meanwhile, word of the battle reached Sheridan, who was 20 miles away at Winchester.  The diminutive Union chief saddled his prize horse, Rienzi, and rode furiously to the battlefield, rallying stragglers along the way.  His arrival restored the spirits of his beleaguered troops who, Sheridan said, would be back in their camps by nightfall.  Around 4:00 PM, the reorganized Federal host launched a savage counterattack for which Early’s men were ill-prepared and from which they could not recover.  In the course of an afternoon, the Confederates were forced to yield the very ground they had captured scarcely twelve hours before.  As the sun set over the Alleghenies, the Federals had not only regained the ground they lost, but had also extinguished any hope of further Confederate offensives in the Shenandoah Valley.