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June 14, 1863, was a hot, cloudy day in northern Virginia. A light breeze seemed to hint that rain was in the air. But whatever the possibility of bad weather, the Fates had dealt a decidedly fine hand to the Confederacy’s newly appointed lieutenant general, Richard Stoddert Ewell, a hand that, if played correctly, could thrust the crippled general into the limelight of Southern glory alongside his late lamented predecessor, the mighty Stonewall Jackson.

On that day, Ewell stood on the outskirts of the little farming town of Winchester, Va., observing the fortifications of a Federal division under the command of Maj. Gen. Robert Milroy and making plans for a dawn attack. The upcoming battle would be Ewell’s first real test as the commander of an entire army corps, a test that ‘Old Bald Head,’ as his men affectionately called him, needed to pass with flying colors.

The looming Second Battle of Winchester not only would be Ewell’s inauguration as a corps commander but also would mark the 46-year-old general’s personal comeback. The battle would be Ewell’s first combat experience since suffering a devastating leg injury at Groveton, Va., the prelude to Second Manassas, nine months earlier. At Groveton, a Minié bullet had shattered Ewell’s right knee while he was leading a regiment into action. The injured leg required amputation, thus sidelining one of the Confederate Army’s most able division commanders for nearly a year.

Much had happened during Ewell’s extended recuperation. The Army of Northern Virginia had been forced to do without his services at Second Manassas, Antietam, Fredericksburg and Chancellorsville. In the latter battle, Robert E. Lee’s remarkable victory over the Army of the Potomac had cost the South dearly when Lt. Gen. Thomas J. ‘Stonewall’ Jackson had been accidentally shot down by his own troops while returning from a scouting mission. Jackson had appeared to be on the road to recovery when he took a turn for the worse and died of pneumonia on May 10, 1863, eight days after being wounded. Jackson’s death tore a huge hole in the command chain of the Army of Northern Virginia. His death and preparations now being made for the upcoming invasion of the North had opened the door of opportunity to Stonewall’s former lieutenant, Richard Ewell.

Ewell’s rise to the commander of the II Corps was a steady one. A graduate of West Point, the Georgetown (District of Columbia) native had shone in the Mexican War and won a captaincy. Following that war, he was transferred to the Western frontier, where he captained the 1st Dragoons and saw action as an Indian fighter. Ewell’s men came to know him as a hard fighter with an odd sense of humor and a penchant for cursing like a sailor. He resigned his U.S. Army commission at the outbreak of the Civil War to join the Confederacy, where he was quickly promoted to the rank of lieutenant colonel.

Ewell cut an odd sight on the battlefield. He had a dome-shaped balding head and a long nose. He often cocked his head to the side like a giant parrot. He spoke in a piping voice with a lisp and tended to babble when excited or agitated. In many ways, he rivaled Jackson in physical eccentricities, often complaining of chronic headaches, bouts of sleeplessness and indigestion; yet he was also an excellent cook and enjoyed the trappings of domesticity. (During the Cedar Mountain campaign, he coaxed several children into playing with him for hours on a house porch.) Ewell was also known as a good soldier and was recognized as such by his superiors.

Jackson came to rely on Ewell during his daring Shenandoah Valley campaign. There, Ewell fell into the role of Jackson’s most trusted lieutenant, although Stonewall shared very little in the way of information with even his closest subordinate. Jackson’s secretive ways and vague orders frustrated Ewell, prompting him to proclaim his commander ‘as crazy as a March hare.’ Later, impressed by Jackson’s military prowess, Ewell recanted, declaring ‘[Jackson] had a method to his madness.’ Ewell went on to fight well in the Shenandoah Valley under Jackson, then during the Peninsula campaign in the battles at Gaines’ Mill and Malvern Hill, two of the Seven Days’ Battles. He was promoted to the rank of major general in January 1862 for the role he played in the Seven Days’ Battles. A year and a half later, he was leading the newly reconstituted II Corps.

Following Jackson’s death in the spring of 1863, the decision was made to convert the Army of Northern Virginia from a two-corps unit into a more manageable three-corps group. Ewell’s excellent performance in the Valley campaign and during the Seven Days’ Battles had captured his superiors’ favorable attention. His name soon topped the list of candidates to fill Jackson’s shoes.

Ewell received his promotion to lieutenant general on May 23, 1863. He formally took command of Jackson’s old divisions on June 1. The one-legged general found his troops rested and ready to fight, and though Ewell was attempting to fill the shoes of a military giant and a Southern legend, his subordinates had the utmost confidence in his abilities. Artillery commander Sandy Pendleton wrote of his new commander, ‘I look forward to great things from him, and am glad to say that our troops have for him a good deal of the same feeling they had towards General Jackson.’

As commander of the II Corps, Ewell had nearly 22,000 troops divided into three divisions at his disposal. Jubal Early, a fiery, popular major general with a salt-and-pepper beard, commanded a division of about 5,800 men. Major General Edward ‘Allegheny’ Johnson led the second division with a strength of approximately 6,900, while Maj. Gen. Robert Rodes headed the largest division of the II Corps with about 8,500 effectives.

Ewell was under heavy pressure as Jackson’s successor to perform well against General Milroy at Winchester. Indeed, the neutralization of Milroy’s division, stationed as it was at the mouth of the Shenandoah Valley, was a crucial step in Lee’s ambitious invasion plan for taking the war directly to the North.

Milroy’s division–a force of 9,000 men with 6,900 effectives–held the strategic town of Winchester, with its several highways and branch of the Baltimore & Ohio Railroad. Winchester itself, a small farming community of around 3,500 inhabitants, lay directly in the path of Lee’s proposed invasion route north. In Milroy, Ewell found himself up against an arrogant and stubborn opponent who was ready and willing to stand and fight. Although urged by his superiors to abandon his position at Winchester, Milroy was confident he could hold off the Confederate vanguard for at least five days, long enough for relief to come.

The II Corps began its march north on June 4. Nine days later, the troops arrived in the vicinity of Winchester. Ewell dispatched Rodes’ division to Berryville to deal with one of Milroy’s detached brigades, a force of about 1,800. At the same time, he kept Early’s and Johnson’s division, with a combined strength of nearly 13,000, under his direct command for the expected confrontation with Milroy.

On the morning of June 13, Ewell’s advance cavalry units began skirmishing with Federal pickets near the Opequon River, five miles south of Winchester. The Confederate horsemen drove the pickets back, allowing Ewell’s main force to resume its march. Skirmishing, cannonading and sniping continued for the remainder of the day as the Confederates felt out Milroy’s position. Ewell spent the day gathering information on the enemy and terrain in preparation for a morning assault.

Milroy could have followed his superiors’ advice after nightfall and escaped with his division intact on June 13. A corridor remained open to the north as a route of escape, but Milroy was in a mood to fight. His confidence stemmed from rashly judging the day’s skirmishing as an all-out attempt by Ewell to take his position. His division had weathered the Southern storm, he reasoned, and was thus prepared to hold off an entire army until help arrived. As the Confederates worked through the night tightening the noose around the Union positions, Milroy generously lent them a hand by choosing to hold his ground. There were, he airily informed his superiors, ‘no traces of an accumulation of Rebel forces’ near Winchester.

That night, a violent thunderstorm pummeled northern Virginia. Milroy attempted to telegraph his superiors during the storm with a message of his martial intent: ‘I can hold this place five days if you can relieve me in that time. They will surround me, but can’t take my fortification.’ However, the telegraph lines were down, cut by the storm or by the enemy, and no such message was transmitted.

At dawn, Ewell was up and observing matters for himself. He noticed no Federal troops, except for a string of fortifications northwest of town. The Confederates dubbed the first of Milroy’s positions, a series of fortifications resting on Apple Pie Ridge, the ‘West Fort.’ Nine hundred yards east of the West Fort lay the ‘Flag Fort,’ the main Federal position. To the north of the Flag Fort was the third Federal position, dubbed the ‘Star Fort’ for its geometrical layout. Ewell surmised that the West Fort was the key to Milroy’s position. If taken, the high ground of the West Fort would dominate Milroy’s position in the Flag Fort, forcing him to retreat.

Around that time, Early met with Ewell and proposed to discreetly occupy the high ground in the vicinity of Little North Mountain, west of Milroy’s defenses on Apple Pie Ridge. From that position, Early could blast the Federal artillery in the West Fort into silence, then take the fort with a wave of infantry. Ewell liked Early’s plan and immediately ordered the major general into action. The efficient planning between Ewell and Early marked a new era in the II Corps. When Jackson had been in charge, he rarely shared his plans and ideas with subordinates or asked their counsel. In conferring with Early, Ewell displayed an admirable strength undeveloped by his late commander.

The Confederates moved quickly. At 7:30 a.m., Early ordered two of his four brigades, under Brig. Gens. John B. Gordon and Harry T. Hays, to occupy Bower’s Hill southwest of Winchester and to provide a distraction for the remainder of the divisions’ march west. Hays and Gordon immediately got their troops underway and had the hill in their possession by 9 a.m. Two hours later, Gordon began feigning attacks north as Early withdrew Hays’ troops and began his march north by way of Cedar Creek Road.

Early’s attack column consisted of three brigades (Hays’, Brig. Gen. William Smith’s and Colonel Isaac Avery’s) for an estimated strength of 3,600 men. Twenty pieces of artillery under the command of Lt. Col. H.P. Jones provided additional support. Early used a local guide, James C. Baker, to help pick a path for the eight-mile-march.

While Early prepared to march, Milroy was busy himself. The Union commander was paranoid about a possible Confederate encore performance of the successful flanking tactics employed at Chancellorsville, and kept scanning his flanks through a pair of field glasses for any sign of a surprise attack. About 10 a.m., Milroy sent a scouting party under the command of Captain Charles B. Morgan to snoop around the high ground near Little North Mountain and locate any hidden Confederate troops. Morgan reached the area and found nothing. He returned to Milroy about 2 p.m. and gave a report of all clear. Morgan’s failure to detect Early’s approaching column may have been due to his failure to deploy flankers during his reconnaissance. Whatever its cause, the scouting failure gave Milroy a dangerously misguided sense of security.

By 4 p.m., Early’s force had reached its position without a hitch. His three brigades and artillery sat hidden behind a ridge within 1,000 yards of the West Fort. Early allowed his men an hour’s rest to catch their breath before making his presence known. At 5 p.m. he ordered Jones to move his batteries into position and open fire. Jones rolled his pieces forward, positioning 12 guns in an orchard and eight in a nearby cornfield, and began dropping shells on the shocked Federal troops occupying the West Fort. The surprise was total. From the commanding general on down, Union troops scrambled for cover from the unexpected barrage.

On the receiving end of Jones’ attack were Company C of the 116th Ohio Infantry, under Captain Frederick Arkenroe; Battery L of the 5th U.S. Artillery; and the 110th Ohio Infantry, under Colonel J. Warren Keifer. Jones bombarded the West Fort for 45 minutes, effectively silencing Battery L’s guns. Fifteen minutes later, Early had Hays’ 1,500 Louisianians form battle lines, while holding Smith and Avery in reserve. Early gave the order and Hays’ brigade swept forward for the assault. Hays reached the Union breastworks and stormed them in a matter of minutes. The Ohio troops managed to fire three volleys at close quarters before retreating across the fields to the safety of the Flag Fort. The Confederates quickly took the West Fort and Battery L’s cannons, and shot down Captain Arkenroe in the process. Early ordered his reserves forward to help secure the position.

In the meantime, Ewell was observing Early’s assault from his position to the south through a pair of field glasses. The corps commander watched intently as Hays’ Cajun troops swept forward and mounted the West Fort parapets. Caught up in the excitement of the moment, Ewell thought he recognized Early leading the charge and began shouting encouragement. ‘Hurrah for the Louisiana boys!’ Ewell bellowed. ‘There’s Early. I hope the old fellow won’t be hurt.’

At that instant, Ewell’s aides heard a sickening thud as the general windmilled his arms to catch his balance. He had been hit square in the chest by a stray bullet. However, this time fortune smiled on Ewell–the bullet, fired from a distance, was too spent to penetrate the skin, giving him nothing more than a nasty bruise.

Back at the West Fort, Early finished securing the position and made the command decision that there was not enough daylight left for an assault on Milroy’s main defenses. Instead, Early ordered his troops to dig in and counted his relatively light losses–79 men killed or missing.

The loss of the West Fort placed Milroy in a precarious position. With the Confederates threatening the remainder of his defenses from the high ground of Apple Pie Ridge, Milroy suddenly changed his tune. He called a council of war around 10 p.m. and decided that Winchester could not be held 24 more hours, let alone four more days, as he had bragged earlier. He ordered his troops to evacuate to Martinsburg via the Martinsburg Turnpike. Wagons and artillery would be destroyed to prevent capture, while soldiers too wounded to walk would be left behind at the mercy of Ewell. The move was scheduled to get underway at 1 a.m.

Unknown to Milroy, his opponent had already divined Milroy’s exact plan of escape. About 8 p.m., Ewell finished studying his maps and reports and surmised that the only logical means of escape for Milroy would be to march to Stephenson’s Depot on the Martinsburg Turnpike. Once at the depot, the enemy had the option of heading on to Martinsburg or else proceeding to Harpers Ferry. Once again the rookie corps commander acted decisively. Ewell sent three brigades under Johnson, bolstered by two batteries of artillery, on a cross-country march to Stephenson’s Depot with orders to cut off Milroy. If Milroy didn’t retreat overnight and chose instead to make a stand at Winchester, Johnson would be within supporting distance of a second attack by Early.

Unfortunately for the Confederates, Johnson had difficulty organizing his troops in the darkness for a night march. In the resulting confusion, the Stonewall Brigade with its 1,400 men under Brig. Gen. James Walker was left behind. Thus, Johnson marched with the strength of two brigades (3,500) to stop a cornered enemy division from escaping.

Johnson headed his column for a bridge crossing the tracks of the Baltimore & Ohio Railroad a half mile east of Stephenson’s Depot. The tracks ran parallel to the Martinsburg Turnpike and offered a strong position for battle. The two Confederate brigades and accompanying artillery reached the bridge at 3:30 a.m. on the morning of June 15. Johnson and his staff immediately rode forward to reconnoiter.

At approximately 4 a.m., Johnson’s party ran into Milroy’s advance guard, the 12th Pennsylvania Cavalry, at the intersection of the Martinsburg Turnpike and Charlestown Road near the depot. Small-arms fire was exchanged as Johnson beat a hasty retreat back to the main column to position his waiting troops. Johnson worked quickly, placing Brig. Gen. George Steuart’s brigade on the right of the Charlestown Road and part of Brig. Gen. F.T. Nicholls’ brigade (under the command of Colonel J. Williams) on the left. Johnson designated the remainder of Nicholls’ troops as his reserves. Two guns of Captain William Dement’s battery were placed directly on the bridge that crossed the railroad bed, while the rest of the guns were placed in the cover of a wooded area to the left of the road.

Milroy soon arrived on the scene and took charge of coordinating an assault on Johnson’s position. He ordered an immediate attack, which Steuart repulsed quite handily with volleys of rifle fire and little loss to his own men. Milroy ordered a second assault; that too was easily driven back.

Growing desperate, Milroy attacked a third time, trying to envelop Johnson’s line. Milroy’s horse was shot out from under him during the repulse. The Federals’ last chance to escape intact as a division slipped away as Walker’s missing brigade arrived on the field at the most opportune moment. Johnson immediately threw the Stonewall Brigade and his reserves into a counterattack. Milroy’s troops broke and began surrendering en masse, their commander managing to escape with a few hundred cavalry. As the fight near Stephenson’s Depot drew to a close, Ewell sent a message to Rodes in Berryville to attempt to intercept Milroy’s fleeing troops, but to no avail.

Ewell’s victorious troops spent the remainder of June 15 reorganizing and counting their spoils. The Confederates had captured 3,358 prisoners, four 20-pounder Parrott guns, 17 3-inch guns and two 24-pounder howitzers. The 23 guns were Milroy’s entire cache of artillery. Ewell lost no more than 269 men (47 killed, 219 wounded and three missing in action) for his efforts. The II Corps completed its refitting and was ready to march on the morning of June 16.

In a Jacksonesque statement, Ewell called on his troops to ‘unite in returning thanks to our Heavenly Father for the signal success which has crowned the valor of this command.’ Chaplains were directed to hold religious services, ‘in acknowledgement of Divine Favor at such times as may be most convenient.’

In a salute to their late commander, the II Corps officially raised the Confederate flag over Milroy’s main defenses outside of Winchester and christened them Fort Jackson. As for their new commander, the rousing victory cemented Ewell’s place as a dependable and aggressive battlefield leader. In one efficient blow, Ewell had eliminated all Federal opposition in the Shenandoah Valley, cleared the path for Lee’s invasion and destroyed Milroy’s division as an effective fighting force for the remainder of the war. More than that, Ewell’s impressive victory gave hope to the South that Stonewall Jackson could be adequately replaced. A new star blazed in the Confederate sky.

This article was written by Dean M. Wells and published in the March 1997 issue of America’s Civil War magazine.

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