Share This Article

With the help of some unruly women, the Rebel general reclaimed Winchester, Virginia, for the Confederacy in May 1862.

Some of the retreating Union regiments marched in good order through Winchester, Virginia, while other units raced pell-mell into the northern Shenandoah Valley town, desperate to stay out of Major General Thomas J. “Stonewall” Jackson’s clutches. If the Union troops thought they would find a measure of safety in the town, however, they were wrong. Overjoyed that Confederates were on the verge of reoccupying Winchester, several townswomen jumped at the chance to take potshots at the Union troops from windows and doorways. The genteel South, indeed.

The fight at Winchester was one of the battles that occurred as part of the masterful campaign Jackson conducted from March until June 1862 in the 150-mile long corridor of the Shenandoah Valley. Using speed and maneuver, he managed to defeat three different Union forces and keep thousands of troops from reinforcing Maj. Gen. George B. McClellan’s drive up the Virginia Peninsula toward Richmond. Fighting began on March 23 when Jackson actually lost a fight near Kernstown to part of Maj. Gen. Nathaniel Banks’ army. Angered by that, the Rebel general headed south and turned west to fight off the advance guard of Maj. Gen. John C. Frémont’s army at McDowell on May 8, then moved north again to defeat a Union outpost at Front Royal. Riding high on his consecutive victories, Jackson then headed toward Winchester to avenge his earlier defeat near there.

As a chill, misty dawn broke on May 25, Stonewall’s 16,000 men were making ready along Abrams Creek near Winchester, just east of the Valley Turnpike, to pounce on Banks’ 7,500-man army. Because of Jackson’s success at Front Royal, Banks had retreated from nearby Strasburg with Jackson in hot pursuit. Banks knew he would have to make a stand at Winchester or lose a good portion of his supply wagons, but there was a horrible flaw in the Union disposition. Four regiments of Colonel George H. Gordon’s 3rd Brigade were spread haphazardly west of the Valley Pike, and not on Bower’s Hill looming across their front. The hill commanded the town, turnpike and everything around it—but the Union commanders had not yet posted much of a presence there. In fact, most of those commanders were still in the town as the rumble of drums and wheels alerted their troops in the field that an attack was imminent. By the time Gordon made it back to his men, his pickets had been swept off the hill. He quickly deployed his troops on a lower elevation between Bower’s Hill and the town.

On the Federal left, Colonel Dudley Donnelly, who had already been on the field for several hours, was deploying his 1st Brigade. At first light, Banks repeated to Brig. Gen. Alpheus Williams the orders he had given him a few hours earlier: “Offer such resistance to the Rebels as would develop with more certainty their strength and give time for our transportation wagons to move clear of the route of our retreat.”

A mile southeast of Winchester, Confederate Maj. Gen. Richard Ewell read a dispatch from Stonewall. The single sheet of paper delineated the roads, streams, woods and houses around Winchester, along with Jackson’s position on the Valley Pike. Beneath the map were the words “Attack at daylight.”

With the ground before him blanketed in fog, Ewell’s first moves were necessarily tentative. Skirmishers of the 21st North Carolina had rousted Captain Macon Jordan’s battalion of the 10th Maine from a tollhouse at the junction of Front Royal Road and the Millwood Turnpike a mile southeast of town; but the fog caused Colonel William Kirkland to halt his North Carolinians behind a stone fence and nearby wheat stack on the southern bank of Abrams Creek. To Kirkland’s left and rear, Colonel Bradley T. Johnson’s 1st Maryland (Confederate) had engaged some of Jordan’s retreating pickets but could not follow them in the dense fog.

The scattering of Jordan’s battalion cleared a commanding hill just south of the tollhouse. The Rebel batteries of Captains A.R. Courtney and John Brockenbrough unlimbered in the wheatfield that crowned the hill and at once opened fire on the shadowy ranks of Colonel Donnelly’s brigade. The Union guns on Camp Hill responded. From west of the Valley Pike the two Parrott guns of the Confederates’ Rockbridge Artillery joined in.

Ewell rode forward with a rifled cannon and the commander of Courtney’s battery, 18-year-old Lieutenant Joseph W. Latimer, and told Kirkland to press the attack. Kirkland responded with more enthusiasm than good sense. Leaving his skirmishers to catch up, the North Carolinians set off across Abrams Creek and down the Front Royal Road at 5:40 a.m., his regiment marching by the flank at doublequick time—a long column presenting a front of just four men. Stone walls on either side of Millwood Pike allowed for no lateral movement. It was a most unmilitary maneuver for a West Point graduate, thought an officer in the 21st Georgia, which had stood behind the North Carolinians. Kirkland recognized the risk but went on anyway, without even ordering his men to ground their knapsacks.

Ironically, the barrage by Courtney’s and Brockenbrough’s batteries, most of which was fired blindly into the fog, helped perfect the ambush into which the 21st North Carolina was about to stumble. The first shots fell near the 5th Connecticut as the men were rising from their sleep and boiling coffee. No one was hit, but the third shot struck a stack of rifled muskets, scattering the guns and causing the soldiers to quickly seize their weapons and form ranks. Colonel George D. Chapman sent a courier back to ask Donnelly whether he should advance or hold his ground; impatient of a reply, Chapman ordered the regiment to fall back to a hollow in a wheatfield. There, amid tall standing grain and wet fog, the 5th Connecticut dropped entirely out of sight.

The artillery fire also drove the 46th Pennsylvania to cover. Colonel Joseph F. Knipe pulled his unit behind a small rise and into the same depression as the 5th Connecticut. The regimental front of the 46th formed an acute angle with the road. On higher ground 150 yards in rear of the 5th Connecticut, the 28th New York remained safely tucked behind a stone wall.

The mist lifted just enough for the soldiers of the 1st Maryland (Confederate) Infantry to catch a glimpse of the fate that awaited the 21st North Carolina. “The fog rising somewhat, a column of the enemy [28th New York] was revealed lying behind a stone wall about three hundred yards in our front, with his right flank resting toward us, and totally unconscious of our close proximity,” recalled Washington Hands. “They were apparently intent on watching something before them; presently, to our horror, there emerged from the fog the 21st North Carolina Regiment, altogether ignorant of the ambuscade awaiting. There was nothing on earth we could do to warn them of the danger. Oh, it was a sickening sight to see them thus marching into the jaws of death.”

The 46th Pennsylvania and the 5th Connecticut waited until the two lead companies of the 21st North Carolina were silhouetted on the rising ground in front of them before opening fire. “We were taken completely by surprise and fell back pell-mell to the foot of the rise on the other companies,” confessed a North Carolina private who survived the volley. Mounted on a richly caparisoned brown mare, Colonel Kirkland led the remaining companies up the rise on the run, straight into volleys from the 5th Connecticut and 28th New York.

Kirkland waved his regiment back perhaps 100 yards to the protection of a stone wall that ran parallel to one that Donnelly held. There the fighting should have ended. But Kirkland’s blood was up, and after a 15-minute lull he ordered a futile bayonet charge that only cost him more men.

Before the fog settled in, Donnelly had counted nine Confederate regimental colors on the hills to his front, all moving toward the east with the evident intention of outflanking him. He shared his fears with General Williams, who allowed himself a moment of pride over the appearance of his old brigade: “Every man seemed as cool and cheerful as if preparing for a review; they lay in order of battle behind the crests of hills ready for another attack.” But with at least nine regiments opposing them, both he and Donnelly knew the next attack would be unstoppable.

For nearly two hours, eight Union cannons, all of them Parrott guns, battled against 16 Confederate field pieces west of the Valley Pike. On the east side the 10 guns of Courtney’s and Brockenbrough’s batteries continued to trade salvos with the four 6-pounder guns and two 12-pounder howitzers of Company F, 1st U.S. Artillery, and the two Parrott guns of Battery M, 1st New York Light Artillery, stationed on Camp Hill.

Jackson was ubiquitous during the artillery duel, entirely in his element amid the screeching shot and bursting shells. Said the chaplain of the 25th Virginia, “Jackson seemed on this occasion the very personification of the genius of battle as he galloped from point to point and gave his sharp, crisp orders.” Riding up to the 33rd Virginia Infantry during the barrage, he yelled to Colonel John F. Neff while pointing to a hill nearby, “I expect the enemy to bring artillery to occupy that hill, and they must not do it! Keep a good look out, and your men well in hand, and if they attempt to come, charge them with the bayonet and seize their guns! Clamp them, sir, on the spot!” And he clenched his fist for emphasis.

By 7 a.m., Jackson had massed 15 regiments on the west side of the Valley Pike to oppose Colonel George H. Gordon’s 3rd Brigade. Jackson also had Brig. Gen. Arnold Elzey’s brigade on the turnpike as a tactical reserve. Clearly it was time to make the weight of superior numbers felt. Brigadier General Charles S. Winder, commander of Jackson’s old Stonewall Brigade, suggested the next move. Recalled McHenry Howard, “General Jackson presently came on the scene and asked how the battle was going on. General Winder told him the enemy ought to be attacked on his (the enemy’s) right flank. ‘Very well,’ Jackson said, ‘I will send you up Taylor,’ and he rode off.”

A short time afterward Howard noticed the Louisianans, with Brig. Gen. Richard Taylor at their head, moving in column along the lane behind Bower’s Hill toward the left. Winder left the hill long enough to point out to Taylor the route his brigade should take to get on the Yankee flank.

As Taylor’s brigade marched toward the left in column of fours, they passed a gap between hills. Spotting them, the Federal artillery adjusted its fire to rake the Louisianans. Several were hit, and instinctively the men ducked their heads. The martinet in Taylor got the better of him, and he barked, “What the hell are you dodging for? If there is any more of it, you will be halted under this fire for an hour!” The effect was instantaneous. Looking “as if they had swallowed ramrods, the men straightened up and closed ranks. But the cursing drew Taylor a reproach from Jackson: “I shall never forget the look of surprise on Jackson’s face. He placed his hand on my shoulder, said, in a gentle voice, ‘I am afraid you are a wicked fellow,’ then turned and rode [off].”

Taylor faced his column to the front and brought it out of a ravine. For an instant Taylor’s thoughts strayed from the approaching carnage. The fog had lifted, and “it was a lovely Sabbath morning. The clear, pure atmosphere brought [the] Blue Ridge…Allegheny and Massanutten [Mountains] almost overhead. Even the clouds of murderous smoke from the guns made beautiful spirals in the air, and the broad fields of luxuriant wheat glistened with dew.” Taylor fixed his distracted glance on a bluebird, “bearing a worm in his beak. Birdie had been on the warpath and was carrying home spoil.” Then he returned to the matter at hand. “The proper ground gained, the column faced to the front and began the ascent. As we mounted we came in full view of the army, whose efforts in other quarters had been slackened to await the results of our movement, and I felt an anxiety amounting to pain for the brigade to acquit itself handsomely.”

At 7:30 a.m. Taylor’s brigade started forward to attack. A gentle ridge, two ravines and a stone wall lay between 3,000 Louisianans and the 2nd Massachusetts, the only Federal soldiers in their path. As Taylor suspected, all heads turned toward him. “We saw his brigade emerge in a fine line of battle at right angles with the enemy’s line,” remembered McHenry Howard. Added John Worsham, “General Taylor rode in front of his brigade, drawn sword in hand, occasionally turning his horse, at other times merely turning in his saddle to see that his line was up. They marched up the hill in perfect order, not firing a shot. About half way to the Yankees he gave in a loud and commanding voice that I am sure the Yankees heard, the order to charge!”

Among the Federals, Major Wilder Dwight noticed the impending attack and pointed it out to Lt. Col. George Andrews, who told him to report it to Gordon, sitting astride his mount halfway between the brigade front line and the 29th Pennsylvania and the 27th Indiana Regiments. Gordon blinked. Rather than move at once to counter the Rebel buildup, he told Dwight to go back and count the enemy. By the time Dwight did so and returned to Gordon, it was too late. Taylor’s charging Louisianans easily overwhelmed the 27th Indiana, which broke and ran. The 29th Pennsylvania withdrew on their heels, which forced Andrews to withdraw the 2nd Massachusetts, which in turn forced the 3rd Wisconsin to retreat.

Union resistance west of the Valley Pike ended at 9:30 a.m. Winder brought his brigade forward in line of battle, but the Yankees fled too fast to engage. The inveterate scrounger McHenry Howard at least got something from the beaten foe: “In passing over where the Federal line had been I observed a fine officer’s greatcoat—the long detachable cape with red flannel—lying on the ground, with a little dog on it. I dismounted, routed the dog, and secured it.”

East of the Valley Pike the fog lifted at 9 a.m. It rose “as a curtain,” recalled Brig. Gen. Isaac Trimble, “displaying everything, houses and the enemy’s troops, in full view of the bright sunshine, as inspiring a battle scene as ever was witnessed.” While Trimble sought and finally received Ewell’s permission to attack, Donnelly retreated into Winchester, heading for the Martinsburg Pike.

In his report of the battle, Stonewall conceded that in negotiating the streets of Winchester, the Federals “preserved their organization remarkably well.” But neither he nor any other Southern officer spoke of a most shameful impediment to the enemy’s flight—gunfire directed at the Yankees from the windows and doors of homes and shops, much of it by the good women of Winchester.

Union sources, on the other hand, vividly and convincingly described the torment. Muskets, pistols, glass bottles, a pan of scalding water—whatever came to hand was aimed at passing Yankees, particularly stragglers. Women were heard to scream epithets, among the milder of which was “Down with the damned Yankees, kill ‘em.”

Colonel David Strother counted at least 20 shots fired from houses and yards. Drawing rein near a hydrant at which several soldiers had stopped to drink, he saw a muzzle flash from a gateway and one of the men fall over in the gutter, mortally wounded. A rapid crackling of pistol shots diverted his gaze down the street in time to see another man drop. While galloping down a side street, General Alpheus Williams was saluted with a shot from a second-story window that just missed his aide. The lieutenant colonel of the 8th New York Cavalry, Charles R. Babbitt, escaped four pistol shots a woman fired at him from a window, which gave rise to a joke among the regiment’s officers that he was bullet-proof. A correspondent for the Philadelphia press saw a cavalryman who was wounded in the foot stop to rest on the steps of a house. A woman opened the door and asked the cavalryman if he was able to walk. When the man said no, the woman asked to see his revolver. The soldier innocently gave it to her. Holding it to his head, she demanded that he leave her steps. As he limped away, the woman shot him in the back.

Here and there Federals fought back against their civilian assailants. A Corporal Thompson of the 8th New York Cavalry shot the woman who had fired at Babbitt. Thompson recalled that he “could see the blood spurt from her breast as the ball struck her, and she fell instantly.” Corporals George C. Peoples of the 46th Pennsylvania and James Kearyon of the 27th Indiana later testified that they returned the fire of armed citizens. Corporal Charles S. Curtis of the 3rd Wisconsin discharged his weapon at a “shedemon” who had shot a man from his company. That night Curtis and his companions swore a “solemn oath to be avenged for the murder of our comrades. As the women of Winchester forgot on the day of our retreat that they were women, so shall we forget when we return. Forbearance in the Valley of Virginia has ceased to be a virtue.”

Having seen the 3rd Wisconsin and 2nd Massachusetts enter Winchester in good order, Jackson assumed that other Federal regiments also had held together well. But the 27th Indiana and the survivors of the 29th Pennsylvania stumbled into town as a mob. As the first regiment of Donnelly’s brigade to withdraw, the 46th Pennsylvania quit the field intact and negotiated its way down Market Street without much difficulty. On the other hand, the 28th New York and the 5th Connecticut found themselves in a foot race with Winder’s Virginians, who entered Winchester at the same time. Volleys fired from pursuing Confederates on cross streets fragmented both Union regiments, with a company or two shearing off at each discharge.

Any hope Jackson may have entertained of mounting a close pursuit with his infantry dissolved amid the bedlam in Winchester. Exhaustion claimed whole regiments. Colonel James W. Allen had entered the town at the head of not only his own 2nd Virginia, but also a good portion of the 5th Virginia. When he reached the railroad depot at the northern edge of Winchester, he discovered that only a handful of men from either regiment had kept up with him.

Rebel regiments determined to push on also wrestled with throngs of cheering civilians. Windows were thrown open and long-hidden Confederate banners unfurled. Shouts of “Thank God, we are Free—Thank God, we are free once more!” mingled with hurrahs for Jeff Davis and Stonewall Jackson. Women and girls with buckets of cold water and milk and baskets of bread and cakes crowded the pavement, insisting that the soldiers pause for refreshments. Some darted in and out of the ranks giving hugs and planting kisses. Among the women, the transition from murder to domesticity was the work of a moment.

Abandoned wagons also proved obstacles to an orderly passage through the town, and many men slipped from the ranks to ransack them. Most of Jackson’s infantry did clear Winchester and try to give chase out the Martinsburg Pike, but in the fields north of town they found only discarded equipment, burning wagons and a corporal’s guard of stragglers. Jackson ordered a halt after five miles, and the Valley army bivouacked at the unheard-of hour of noon. It was just as well; hardly a man had the strength to do more than lay out his bedroll.

Utterly exhausted himself, Jackson returned to Winchester and secured a room at the Taylor House hotel. Refusing all offers of food, he threw himself across a bed with his clothes, boots, and even spurs on, and was soon fast asleep.


This article is adapted from Shenandoah 1862: Stonewall Jackson’s Valley Campaign, by Peter Cozzens.Copyright 2008 by the University of North Carolina Press. Used by permission of the publisher ( Cozzens is the author or editor of nine Civil War books, including The Darkest Days of the War— The Battles of Iuka and Corinth.

Originally published in the November 2008 issue of America’s Civil War. To subscribe, click here