Lynchburg Campaign (May-June 1864) In March 1864, Lt. Gen. Ulysses S. Grant assumed overall command of the Union armies, east and west. In May, he ordered Maj. Gen. Franz Sigel to cooperate with the Army of the Potomac's spring offensive by advancing up the Valley to disrupt Confederate communications at Staunton and Charlottesville. On May 15, while Grant and Lee were locked in desperate combat at Spotsylvania Court House, Sigel made contact with a Confederate force under former vice president of the United States John C. Breckinridge at New Market. Sigel was defeated and retreated rapidly beyond Strasburg, crossing Cedar Creek by dusk on May 16. Grant then replaced Sigel with Maj. Gen. David "Black Dave'' Hunter, who was given the task of cutting the Virginia Central Railroad.

In the meantime, Breckinridge's division had been called east to reinforce the Army of Northern Virginia at Hanover Junction, and Brig. Gen. William E. "Grumble'' Jones assumed command of the remaining Confederate forces in the Valley. On June 5, Hunter crushed the smaller Confederate army at Piedmont, killing Jones and taking nearly 1,000 prisoners. The disorganized Confederates could do nothing to delay Hunter's advance to Staunton, where he was joined by reinforcements marching from West Virginia.

From Staunton, Hunter continued south, sporadically destroying mills, barns, and public buildings, and condoning widespread looting by his troops. On June 11, Hunter swept aside a small cavalry force and occupied Lexington, where he burned the Virginia Military Institute and the home of former Virginia Governor John Letcher. Hunter's successes forced Lee to return Breckinridge and to send the Second Corps of the Army of Northern Virginia under Lt. Gen. Jubal A. Early to the defense of Lynchburg. Sending Early to the Valley was a desperate decision that restricted Lee's ability to undertake offensive operations against Grant on the Richmond-Petersburg front.

On the afternoon of June 17, Hunter's army reached the outskirts of Lynchburg, even as Early's vanguard began to arrive by rail from Charlottesville. After a brief, but fierce engagement, Hunter retreated into West Virginia. Early pursued for two days, but then returned to the Valley and started his troops north to the Potomac River.

Early's Maryland Campaign (June-August 1864) Hunter's retreat left the Shenandoah Valley virtually undefended, and Early moved swiftly north, reaching Winchester by July 2. General Sigel, commanding a reserve division, withdrew to Maryland Heights at Harpers Ferry, offering little resistance. On July 4, Early confronted Sigel but then determined to turn the position by crossing the Potomac and moving over South Mountain to Frederick, Maryland. On July 9, Early defeated a hastily organized Union force under Maj. Gen. Lew Wallace at the Monocacy River. Wallace retreated toward Baltimore, leaving open the road to Washington, but his defeat had bought valuable time.

On the afternoon of July 11, Early's command, numbering no more than 12,000 infantry, demonstrated before the Washington fortifications, which were weakly manned by garrison troops. Veteran reinforcements (VI and XIX Corps), diverted from Grant's army to meet the threat on the capital, began arriving at mid- day, and by July 12, fully manned the Washington entrenchments. After a brief demonstration at Fort Stevens, Early called off an attack on the capital. The Confederate army withdrew that night, recrossed the Potomac River at White's Ford and reentered the Valley by Snickers Gap. Maj. Gen. Horatio Wright, commanding the pursuing Union army, attempted to bring Early to bay.

On July 18, a Union division crossed the Shenandoah River west of Snickers Gap but was thrown back at the battle of Cool Spring. Union cavalry were turned back at Berry's Ferry, nine miles farther south, the next day. On July 20, Union Brig. Gen. William Averell's mounted command, backed by infantry, moved south from Martinsburg on the Valley Turnpike and attacked the infantry division of Maj. Gen. Stephen D. Ramseur at Rutherford's Farm near Winchester and routed it. In response to this setback and converging threats, Early withdrew to Fisher's Hill south of Strasburg.

Early's withdrawal convinced Wright that he had accomplished his task of driving off the Confederate invaders. He therefore ordered the VI and XIX Corps to return to Alexandria, where they would board transports to join the Army of the Potomac. Wright left Crook with three small infantry divisions and a cavalry division at Winchester to cover the Valley.

Under a standing directive to prevent Union reinforcements from reaching Grant, Early was quick to take advantage of Wright's departure. He attacked and routed Crook's command at Second Kernstown on July 24, and pressed the retreating Union forces closely. When Crook retreated toward Harpers Ferry, Early sent his cavalry to Chambersburg, Pennsylvania, to exact tribute or burn the city. The citizens refused to comply, and McCausland's cavalry burned the center of the town in retaliation for Hunter's excesses in the Valley. 

Sheridan's Valley Campaign (August 1864-March 1865) Early's threat to Washington, Crook's defeat at Second Kernstown, and the burning of Chambersburg, forced Lt. Gen. Ulysses S. Grant move decisively to end the Confederate threat in the lower Shenandoah Valley. Grant returned the VI and XIX Corps to the Valley, reinforced by two divisions of cavalry, and consolidated the various military districts of the region under Maj. Gen. Philip H. Sheridan, who assumed command of the Middle Military District at Harpers Ferry on August 7.

Early deployed his forces to defend the approaches to Winchester, while Sheridan moved his army, now 50,000 strong, south via Berryville with the goal of cutting the Valley Turnpike. On August 11, Confederate cavalry and infantry turned back Union cavalry at Double Toll Gate in sporadic, day-long fighting, preventing this maneuver.

Lee was quick to reinforce success and sent Maj. Gen. Joseph Kershaw's infantry division of the First Corps, Fitzhugh Lee's cavalry division, and an artillery battalion, under overall command of Lt. Gen. Richard Anderson, to join Early. On August 16, Union cavalry encountered this force advancing through Front Royal, and in a sharp engagement at Guard Hill, Brig. Gen. George A. Custer's brigade captured more than 300 Confederates.

Sheridan had been ordered to move cautiously and avoid a defeat, particularly if Early were reinforced from the Petersburg line. Uncertain of Early's and Anderson's combined strength, Sheridan withdrew to a defensive line near Charles Town to cover the Potomac River crossings and Harpers Ferry. Early's forces routed the Union rear guard at Abrams Creek at Winchester on August 17 and pressed north on the Valley Turnpike to Bunker Hill. Judging Sheridan's performance thus far, General Early considered him a "timid'' commander.

On August 21, Early and Anderson launched a converging attack against Sheridan. As Early struck the main body of Union infantry at Cameron's Depot, Anderson moved north from Berryville against Sheridan's cavalry at Summit Point. Results of the fighting were inconclusive, but Sheridan continued to withdraw. The next day, Early advanced boldly on Charles Town, panicking a portion of the retreating Union army, but by late afternoon, Sheridan had retreated into formidable entrenchments at Halltown, south of Harpers Ferry, where he was beyond attack.

Early then attempted another incursion into Maryland, hoping by this maneuver to maintain the initiative. Leaving Anderson with Kershaw's division entrenched in front of Sheridan at Halltown, he directed the rest of the army north toward Shepherdstown. On August 25, two divisions of Sheridan's cavalry intercepted Early's advance, but the Confederate infantry drove them back to the Potomac River in a series of actions along Kearneysville- Shepherdstown Road. Early's intentions were revealed, however, and on August 26, Sheridan's infantry attacked and overran a portion of the Confederate entrenchments at Halltown, forcing Anderson and Kershaw to withdraw to Stephenson's Depot. Early abandoned his raid and returned south, establishing a defensive line on the west bank of Opequon Creek from Bunker Hill to Stephenson's Depot.

On August 29, Union cavalry forded the Opequon at Smithfield Crossing (Middleway) but were swiftly driven back across the creek and beyond the hamlet by Confederate infantry. Union infantry of the VI Corps then advanced and regained the line of the Opequon. This was one more in a series of thrusts and parries that characterized this phase of the campaign, known to the soldiers as the ``mimic war.''

On September 2-3, Averell's cavalry division rode south from Martinsburg and struck the Confederate left flank at Bunker Hill, defeating the Confederate cavalry but being driven back by infantry. Meanwhile, Sheridan concentrated his infantry near Berryville. On the afternoon of September 3, Anderson's command encountered and attacked elements of Crook's corps (Army of West Virginia) at Berryville but was repulsed. Early brought his entire army up on the 4th, but found Sheridan's position at Berryville too strongly entrenched to attack. Early again withdrew to the Opequon line.

On September 15, Anderson with Kershaw's division and an artillery battalion left the Winchester area to return to Lee's army at Petersburg and by the 18th had reached the Virginia Piedmont. Early spread out his remaining divisions from Winchester to Martinsburg, where he once more cut the B&O Railroad. When Sheridan learned of Anderson's departure and the raid on Martinsburg, he determined to attack at once while the Confederate army was scattered.

On September 19, Sheridan advanced his army on the Berryville Turnpike, precipitating the battle of Opequon. By forced marches, Early concentrated his army in time to intercept Sheridan's main blow. The battle raged all day on the hills east and north of Winchester. Early's veterans decimated two divisions of the XIX Corps and a VI Corps division in fighting in the Middle Field and near the Dinkle Barn. Confederate division commander Maj. Gen. Robert E. Rodes and Union division commander Brig. Gen. David A. Russell were killed within a few hundred yards of one another in the heat of the fighting. Late in the afternoon a flanking movement by Crook's corps and the Union cavalry finally broke Early's overextended line north of town. Opequon was a do-or-die effort on the part of both armies, resulting in nearly 9,000 casualties.

Sheridan's victory was decisive but incomplete; Early retreated twenty miles south to his entrenchments at Fisher’s Hill and Sheridan followed. Preliminary skirmishing on the 21st showed that a frontal assault would be costly, so Sheridan resorted to a flanking movement on September 22. Hidden from the Confederate signal station on Massanutten Mountain by the dense forest, Crook's two divisions marched along the shoulder of Little North Mountain to get behind the Confederate lines. In late afternoon, Crook's soldiers fell on Early's left flank and rear ``like an avalanche,'' throwing the Confederate army into panicked retreat. At Milford (Overall) in the Luray Valley on the same day Confederate cavalry prevented two divisions of Union cavalry from reaching Luray and passing New Market Gap to intercept Early's defeated army as it withdrew up the Valley.

Early retreated to Rockfish Gap near Waynesboro, opening the Valley to Union depredations and what became known as ``The Burning'' or ``Red October.'' Sheridan thought he had destroyed Early's army, but Kershaw's division and another brigade of cavalry were returned to the Valley, nearly making up the losses suffered at Opequon and Fisher's Hill. After convincing Grant that he could proceed no farther than Staunton, Sheridan withdrew down the Valley systematically burning mills, barns, and public buildings, destroying or carrying away the forage, grain, and livestock. During this portion of the campaign, Confederate partisan groups under John S. Mosby and Harry Gilmor increased their activities against Union supply lines in the Lower Valley.

Early followed Sheridan's withdrawal, sending his cavalry under Maj. Gen. Thomas L. Rosser to harass the Union rear guard. Angered by Rosser's constant skirmishing, Sheridan ordered his commander of cavalry, Maj. Gen. Alfred T. Torbert, to ``whip the enemy or get whipped yourself.'' On October 9, Torbert unleashed the divisions of his young generals, Wesley Merritt and George Custer, on the Confederate cavalry, routing it at Tom’s Brook. In the melee that followed, victorious Union troopers chased the Confederates twenty miles up the pike and eight miles up the Back Road, in what came to be known as the ``Woodstock Races.'' The morale and efficiency of the Confederate cavalry were seriously impaired for the rest of the war.

On October 13, Early reoccupied Fisher's Hill and pushed through Strasburg to Hupp's Hill where he engaged a portion of Sheridan's army. When Sheridan realized the proximity of Early's forces, he recalled the VI Corps, which had again been dispatched to join Grant. On October 19, at dawn, after an unparalleled night march, Confederate infantry directed by Maj. Gen. John B. Gordon surprised and overwhelmed the soldiers of Crook's corps in their camps at Cedar Creek. The XIX Corps suffered a like fate as the rest of Early's army joined the attack. Only the VI Corps maintained its order as it withdrew beyond Middletown, providing a screen behind which the other corps could regroup.

Sheridan, who was absent when the attack began, arrived on the field from Winchester and immediately began to organize a counterattack, saying ``if I had been with you this morning, boys, this would not have happened.'' In late afternoon, the Union army launched a coordinated counterattack that drove the Confederates back across Cedar Creek. Sheridan's leadership turned the tide, transforming Early's stunning morning victory into afternoon disaster. Early retreated up the Valley under sharp criticism of his generalship, while President Abraham Lincoln rode the momentum of Sheridan's victories in the Valley and Sherman's successes in the Atlanta campaign to re-election in November. A campaign slogan of the time duly noted that the ``Early'' bird had gotten its ``Phil.''

Early attempted a last offensive in mid-November, advancing to Middletown. But his weakened cavalry was defeated by Union cavalry at Newtown (Stephens City) and Ninevah, forcing him to withdraw his infantry. The Union cavalry now so overpowered his own that Early could not maneuver offensively against Sheridan. On November 22, the cavalry fought at Rude's Hill, and on December 12, a second Union cavalry raid was turned back at Lacey Springs, ending active operations for the winter season. The winter was disastrous for the Confederate army, which was no longer able to sustain itself on the produce of the devastated Valley. Cavalry and infantry were returned to Lee's army at Petersburg or dispersed to feed and forage for themselves.

Riding through sleet on March 2, 1865, Custer's and Brig. Gen. Thomas Devin's cavalry divisions advanced from Staunton, arriving near Waynesboro in the early afternoon. There, they found Early's small army, consisting of a remnant of Brig. Gen. Gabriel Wharton's division and some artillery units. Early presented a brave front although the South River was to his rear, but in a few hours, the war for the Shenandoah Valley was over. Early's army fled before the Union cavalry, scattering up the mountainside. Early escaped with a few of his aides, riding away from his last battle with no forces left to contest Union control of the Shenandoah Valley.

With the Confederate threat in the Valley eliminated, General Sheridan led his cavalry overland to Petersburg to participate in the final campaign of the war in Virginia. On April 9, 1865, after collapse of the Petersburg lines and a harried retreat, General Robert E. Lee surrendered the Army of Northern Virginia to General Ulysses S. Grant at Appomattox Court House.