On the morning of May 30, 1862, the sleepy town of Front Royal, Va., at the mouth of the Luray Valley continued to hold the residual of the week-old battle that placed it on the map of Stonewall Jackson’s 1862 Shenandoah Valley Campaign. Most of Jackson’s captures remained at the town’s depot guarded by Col. Zephaniah T. Connor’s 12th Georgia Infantry, a hard-luck regiment in Brig. Gen. Arnold Elzey’s brigade, which had suffered 182 casualties at the Battle of McDowell three weeks earlier. Connor’s entire command consisted of his 400 Georgians, two guns from Capt. William H. Rice’s Virginia battery, and a small cavalry detachment. He and his command had been sent to Front Royal specifically to superintend the $300,000 worth of government materiel captured by Jackson’s army a week earlier, to guard the remaining set of Federal prisoners from the battle, and to oversee some of the sick Confederates left behind while Jackson carried the rest of his army to threaten the Potomac River line near Harpers Ferry.

Connor had grown increasingly antsy throughout his three-day sojourn in town. The growing consensus was that Front Royal would be challenged soon by a Union army approaching from the east. The scuttlebutt placed 14,000 Union troops at Rectortown, a mere 18 miles eastward on the Manassas Gap Railroad from Front Royal. Lucy Buck, whose family home “Bel Air” stood in the northeast corner of Front Royal, acknowledged in her diary that “there is some excitement in town in consequence of the reported advance of Shields.” Colonel Connor had resigned himself to the notion that an attack was inevitable. He asked General Elzey, “Shall I burn stores on approach of the enemy and come up to the division?” The question was apparently unanswered by mid-morning of Friday, May 30.

As it turned out the rumors and intelligence that Front Royal’s inhabitants had been relaying were true. Unexpected, however, was how swiftly the threat would materialize. Brig. Gen. Nathan Kimball had pushed his brigade by the orders of his superior officer, Brig. Gen. James Shields, from Falmouth (across the Rappahannock River from Fredericksburg) to Rectortown on the evening of May 28, where they rested and awaited supplies. But at 4:00 p.m. the next day Shields sent orders for Kimball to conduct an overnight march to Front Royal. By 10:00 the following morning his brigade was in striking distance of the town, having marched 95 miles in just four days—and 225 miles in the past 18 days.

The dizzying pace of marches had begun in the Shenandoah Valley on May 12, when Shields’ division departed New Market and entered Falmouth ten days later. This was to comply with a department change from Nathaniel Banks’ Army of the Shenandoah to Maj. Gen. Irvin McDowell’s Army of the Rappahannock. The switch to reinforce McDowell was designed for his army to march southward toward Richmond and reinforce Maj. Gen. George B. McClellan’s Army of Potomac in its attempt to defeat the Army of Northern Virginia and capture the Confederate capital of Richmond. However, the huge void left in Banks’ army by Shields’ departure was exploited by Stonewall Jackson, who swept Banks away from the Shenandoah Valley and over the Potomac River. President Abraham Lincoln reacted to Jackson’s threat against Banks with a snap decision to send additional armies into the Shenandoah Valley: Maj. Gen. John C. Frémont’s Mountain Department in the Alleghenies and McDowell’s army from Falmouth. Lincoln’s decision suspended McClellan’s reinforcements as McDowell sent Shields’ division in advance of the rest of his army back to the Shenandoah Valley beginning on May 26. Four days later found General Kimball leading Shields’ division through Manassas Gap and back into the Shenandoah Valley.

Colonel Connor was not going to resist Shields’ return. Alerted to Kimball’s rapid approach to Front Royal, Connor swiftly sent Confederate supply wagons heading northward on the Front Royal-Winchester Turnpike. Connor’s Georgians, cavalrymen and artillerists followed behind the wagons as did panicked citizens. As they headed toward the converging forks of the Shenandoah River a mile north of Front Royal, Kimball deployed his artillery and infantry on the heights ringing the town from the south to the northeast in an effort to trap the outnumbered Confederates.

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