As the sun settled behind the Allegheny Mountains on September 19, 1864, Maj. Gen. Philip H. Sheridan’s United States Army of the Shenandoah sent the proud Confederates of Lt. Gen. Jubal A. Early’s Army of the Valley District “a whirling through Winchester.” The smashing Union victory in the Shenandoah Valley, known as the Third Battle of Winchester, was unprecedented and took the Confederates by surprise. “I never ran so fast in all my life,” wrote Sam Collier of the 2nd North Carolina Infantry. “To come out and tell the truth I ran from two miles the other side of Winchester to Newtown a distance of ten (10) miles and I can assure you I had good company from Brig Genls down to privates.”1

Indeed, Third Winchester, the largest and bloodiest battle ever fought in the Shenandoah Valley of Virginia, resulted in a resounding Union victory. The losses were heavy, Sheridan losing more than 5,000 men and Early’s small force suffering nearly 4,000 casualties. Among the Confederate casualties was division commander Maj. Gen. Robert E. Rodes, an irreplaceable blow to the Southern cause. “We have never suffered a greater loss save in the Great Jackson,” lamented Maj. Jedediah Hotchkiss of Early’s staff, referring to the death of Stonewall Jackson in May 1863. “Rodes was the best Division Commander in the Army of N. Va.—and was worthy of and capable for any position in it.” Sheridan’s most notable loss was VI Corps division commander Brig. Gen. David Russell, who lost his life repelling a counterattack by Rodes’ Division.2

Sheridan’s cavalry followed Early as far as Kernstown, four miles south of Winchester, on the night of the battle. However, the Union soldiers had been up since two o’clock in the morning on the 19th marching and fighting and the exhausted troops needed rest. They spent the night encamped between Kernstown and Winchester. On the ensuing morning, Sheridan’s army set off after Early’s Confederates. Early did not wait around. His scattered army made its way to Fisher’s Hill where it reassembled on September 20.

Fisher’s Hill sits astride the Valley Pike two miles below Strasburg and 20 miles south of Winchester. Back in July and August, Early’s army had fortified Fisher’s Hill and those earthworks now provided the Southerners a second chance to stop Sheridan. To some, Fisher’s Hill was a veritable fortress. “This place was considered the strongest in the Valley,” asserted James Coghill of the 23rd North Carolina. “We had splendid fortifications from Fisher’s Mountain to North Mountain.” Whereas the Valley was 20 miles wide near Winchester, its breadth slimmed to four miles at Fisher’s Hill. Near there Massanutten Mountain abruptly emerges from the valley’s floor between Strasburg and Front Royal, separating the Shenandoah into two distinct valleys, the Luray to the east and Shenandoah proper to the west (see Map, Pg. 10).3

A series of hills and rises stretching westward from the Shenandoah River to Little North Mountain composes the high ground collectively known as Fisher’s Hill. On the northern face of this chain, the sparkling waters of Tumbling Run literally fall out of the Allegheny Mountains from the west and flow across the base of Fisher’s Hill until they empty into the Shenandoah River. The eastern end of this chain of hills anchors firmly upon the river. Fisher’s Hill had a commanding, cliff-like bluff where it was crossed by the Valley Pike. As the range extends westward, however, it gradually loses much of its natural strength as a defensive position. There a relatively level stretch of land spans the ground between the last hillock and Little North Mountain, offering little natural strength to any Confederate force defending this sector of the position. Additionally, the Luray Valley east of Massanutten Mountain offered Sheridan a ready avenue to flank Fisher’s Hill and emerge in the Confederate rear via New Market Gap, which opened 30 miles behind Early’s chosen position. Nevertheless, if Early was going to confront Sheridan in the more northerly reaches of the Shenandoah Valley, Fisher’s Hill was “the only position in the whole Valley where a defensive line could be taken against an enemy moving up the Valley.” He understood that the line had “several weak points” but did not want to fall back to the gaps in the Blue Ridge located in the upper valley as Stonewall Jackson had done in 1862. “I determined therefore to make a show of a stand here,” explained Early, “with the hope that the enemy would be deterred from attacking me in this position, as had been the case in August.”4

His reasoning was not sound. In August Sheridan had confronted Early with a force that numbered only 26,000 men. At the same time, “Old Jube” had 15,000 men in his ranks and fully manned the lines. Even then, the daunting position at Fisher’s Hill alone did not stymie the Federal advance. Rather, Sheridan withdrew from Early’s front when Lt. Gen. Richard H. Anderson arrived in Front Royal with two divisions, threatening Sheridan’s left flank and his communications and supply lines to Harper’s Ferry and Martinsburg. By September the tables had turned. This time, a reinforced Sheridan would send two divisions of his army to Front Royal in hopes of threatening the lines of retreat of Early’s dwindling force.5

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