Part of a series of articles titled Great Alarm at the Capital.
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Second Battle of Kernstown
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“I was attacked by a large force of the enemy near Winchester. I repulsed their force twice and was driving them when they partially turned my left and threw it in some confusion. At the same time, a heavy column was moving around my right, and I gave the order to fall back…,”
Maj. Gen. George Crook, USA
The Second Battle of Kernstown on July 24, 1864 was the last significant Confederate victory in the Shenandoah Valley. After this latest in a series of Federal setbacks in the summer of 1864, Gen. Ulysses S. Grant put the aggressive Gen. Philip Sheridan in command of the new Army of the Shenandoah.
Early Decides to Fight a Depleted Federal Force
After the Battle of Rutherford’s Farm on July 20, 1864, US Gen. Horatio Wright assumed Gen. Jubal Early's Confederates were “in full retreat toward Richmond.” He sent both the US 6th and 19th Corps out of the Shenandoah Valley to support the sieges of Richmond and Petersburg. The remaining 8th Corps, commanded by Gen. George Crook, had about 13,000 infantry, cavalry, and artillery men, veterans of many battles in West Virginia and the Shenandoah Valley.
Early learned of the Federal withdrawl from prisoners captured during cavalry skirmishes after Rutherford's Farm. His army of about 16,000 now had a numerical advantage over Crook's veteran force. With orders from Gen. Robert E. Lee to hold as many Federal soldiers in the Valley as possible, Early attacked the next morning.
At about 4:00 a.m. on July 24th, 1864, Early’s army broke camp and marched north on the Valley Turnpike. Confident because they had fought Crook successfully in the past and knew the terrain around Winchester well, the Confederate infantry followed the combat-savvy division of Maj. Gen. John B. Gordon. Behind Gordon were the veteran divisions of Brig. Gen. Gabriel Wharton, Maj. Gen. Stephen D. Ramseur, and Maj. Gen. Robert Rodes. Screening the advance and planning to exploit the Federal rear was Early’s cavalry division under the temporary command of Brig. Gen. John Vaughn.
Meanwhile, Crook received intelligence of Early’s approach and deployed his units on high ground near the village of Kernstown, just south of Winchester. He sent Col. Joseph Thoburn’s division to Sandy Ridge to hold the army’s right flank, and Col. James Mulligan’s division to Pritchard’s Hill to anchor the Federal center. Although Mulligan’s division was small, he had a battery of ten-pounder Parrott rifled cannons that could hit any enemy force approaching on the Valley Turnpike up to 1.2 miles away.
Both Thoburn and Mulligan had occupied these positions the day before during the cavalry action on the 23rd, digging crude defensive works and taking cover behind stone walls. Other than a cavalry brigade under Col. Jacob Higgins, there was initially no significant Federal defensive line on the lower ground east of the Valley Pike.
By 8:00 a.m. on Sunday, July 24th, 1864, brisk action began between Confederate cavalry approaching Kernstown from the south, and Federal skirmishers and cavalry along the Valley Turnpike and the Middle Road.
Col. William “Mudwall” Jackson’s Confederate cavalry brigade approached Thoburn’s Sandy Ridge defenses along the Middle Road, followed by Stephen D. Ramseur’s infantry division. About two miles east, Brig. Gen. Vaughn’s cavalry brigade rode north on the Valley Pike toward Mulligan’s Pritchard’s Hill line.
Following Vaughn was John B. Gordon’s combat-toughened division featuring remnants of the famed “Stonewall Brigade” who had fought in this area twice before, at First Kernstown in 1862, and Second Winchester in 1863. For over two hours, Mulligan’s Federal infantry and artillery, along with mostly dismounted cavalry from Col. William Tibbitts’s cavalry brigade, skirmished heavily with the Confederate cavalry and advancing infantry.
Familiar with the terrain, however, Confederate foot soldiers gradually infiltrated the battlefield’s southern end by sneaking through small ravines, draws, and behind ridges, staying concealed from Federal view. Gordon’s stealthy sharpshooters, a few armed with 1,000-yard range Whitworth rifles, drew close enough to pick off some of Tibbitts’s cavalrymen and Mulligan’s infantry under Col. Thomas Harris. This pressure drove Harris’s brigade back to the stone wall in front of Pritchard’s Hill, and most of Tibbitts’s brigade into reserve. As Federal troops along the line pulled back, Confederates advanced to fill the gaps.
While Gordon’s division marched into place near the Valley Pike, Maj. Gen. John C. Breckinridge brought Brig. Gen. Gabriel Wharton’s Confederate division forward and deployed it to Gordon’s right, on the east side of the Pike, around 11:30 a.m. Wharton’s troops moved forward to higher ground where they skirmished with the very weak Federal left flank.
Detecting this weakness on his left, Col. Mulligan sent the 54th Pennsylvania Infantry and four 10-pounder Parrott guns to hold off Wharton. He also sent a plea for reinforcements to his army commander, Maj. Gen. Crook. Although Crook thought the danger minimal, he sent the brigade under Col. Rutherford B. Hayes and an artillery battery to beef up Mulligan’s left, east of the Valley Pike.
Crook then mounted his horse and rode to the front to evaluate the situation. Conferring with Mulligan, Crook decided to advance against the Confederates, Thoburn’s division on the right, Mulligan in the center, and Hayes on the left. During the advance, Crook wanted Hayes to wheel to his right, or west, to flank Gordon’s Confederates near the Valley Pike.
Unfortunately for the Federals, Crook apparently did not see much of Wharton’s concealed position on his left flank. As Hayes’s brigade pushed south, Breckinridge led Wharton’s division further north through small ravines and behind ridges to attack Hayes. This would prove to be the key tactical maneuver of the battle.
Meanwhile, Stephen D. Ramseur’s Confederate division was marching north on the Middle Road against the Federal right flank. Once they got within range, Ramseur’s sharpshooters picked off a number of Federal infantrymen.
By about 1:00 p.m., the Confederate line stretched approximately four miles and was gradually constricting around both Federal flanks. Worse, the Confederate division under Maj. Gen. Robert Rodes would soon arrive east of the Pike along with Maj. William McLaughlin’s three artillery batteries (twelve guns). Also, two Confederate cavalry brigades were marching around the Federal left to exploit Crook’s rear and cut off any retreat. Crook’s entire force was in danger of becoming enveloped.
Despite reports of Confederates around both Federal flanks, Mulligan and Hayes conferred and decided to attack anyway, “my orders are to attack whatever is in front,” said Mulligan. Hayes agreed, saying “I will move when you do.”
Around 3:00 p.m., Mulligan and Hayes moved forward along with elements of Col. Thoburn’s division on the Federal right. Mulligan’s woefully outnumbered force met staggering fire from Gordon’s Confederates and took cover behind stone walls near Opequon Church.
On the Federal right, Thoburn’s advance stalled when his thin line could not cover all its assigned sector and ran into Ramseur’s division. On the Federal left, Hayes’s brigade marched right past Wharton’s concealed Confederates who fired a brutal flanking volley, followed by rounds of shotgun-effect canister from McLaughlin’s artillery. One Federal officer wrote, “we were cut down by the score. Enlisted men went down as I never before saw them fall.” Most of Hayes’s units quickly retreated in confusion, some of them across the Valley Pike where they took cover behind the stone walls near the Pritchard House.
Still not totally convinced he was being attacked by Early’s entire army Crook again ordered Thoburn to attack Ramseur’s Confederates along the Federal right flank. Thoburn was reluctant, however, because his line was so thin; an approximately one-half mile gap separated his two brigades under Col. George Wells and Col. William Ely. In the center, Mulligan’s two brigades under Col. Thomas Harris and Lt. Col. William Linton retreated to the stone walls along Pritchard’s Lane. The battered Federals near Pritchard’s Hill got some relief when the Upshur Battery fired its 10-pounder Parrott rifles into the advancing Confederates and two squadrons of cavalry led by Brig. Gen. Alfred Duffie slammed into Wharton’s Confederate right flank. These actions allowed many fleeing Federals to escape death or capture.
Despite isolated Federal successes, Confederate pressure was relentless. Gen. Early brought up more artillery to hammer the Pritchard’s Hill area. The Confederate infantry under Ramseur, Gordon, and Wharton poured hot musketry into the collapsing Federal lines. Crook ordered Thoburn’s troops on the right flank to retreat toward Winchester.
Mulligan, in his green battle shirt, rode along his crumbling line, trying to rally his troops against Gordon’s onslaught. Mulligan’s 23rd Illinois regiment, some armed with 16-shot Henry repeating rifles, fought bravely but eventually gave way as one soldier noted, “though we shot them down, they still came on.” Finally calling a retreat, Mulligan was hit by three bullets and died two days later in Confederate captivity.
By about 4:00 p.m., with the only option now to save as many soldiers as possible, Col. Hayes and other officers collected troops and covered the retreat off Pritchard’s Hill. Gen. Duffie’s cavalry protected Federal soldiers on the Valley Pike and rescued the Union ambulance train.
Although Early wanted his cavalry to exploit the Federal rear during its retreat, Federal cavalry and infantry kept the Confederates away from Winchester. Fear and confusion caused a terrible stampede of the Federal wagon train through town, but somehow Crook’s army cleared Winchester and crossed the Potomac River into the relative safety of Maryland on July 26th, harassed by Confederate cavalry all the way.
The Second Battle of Kernstown was the last significant Confederate victory in the Shenandoah Valley. With only about 300 Confederate losses and another 1200 Federal, it was not a huge battle in terms of troops engaged and casualties, but the action was furious for several hours and prompted key events. Because of recent victories, Gen. Early sent Brig. Gen. John McCausland and his cavalry north to burn Chambersburg, Pennsylvania, on July 30th, 1864. But the Federal setbacks soon caused Lt. Gen. Ulysses S. Grant to put Maj. Gen. Philip Sheridan in command of the rebuilt Army of the Shenandoah.
Last updated: January 30, 2023