June 8, 1864 – Brigadier General George Crook’s Federals from West Virginia joined forces with Major General David Hunter’s Army of the Shenandoah and prepared to drive southward “up” Virginia’s Shenandoah Valley from Staunton.
The day after his victory at Piedmont, Hunter became the first Federal commander to lead a force into the key town of Staunton. From there, Hunter was to join forces with Crook and move south to destroy the Virginia Central Railroad at Lynchburg. Federal troops destroyed all warehouses, barns, mills, workshops, and railroad factories in their path. They then looted and pillaged Staunton and vicinity, causing seething resentment among Valley residents.
Upon learning of Piedmont, General Robert E. Lee, commanding the Confederate Army of Northern Virginia, detached Major General John C. Breckinridge to return west and take the Valley back. However, Breckinridge had just 2,100 men in two brigades to reinforce the 4,000 Piedmont survivors in protecting the vital railroad junction at Lynchburg.
Meanwhile, Crook’s Federal Army of the Kanawha joined with Hunter, giving the combined force 18,000 men and 30 guns. Both Crook and his cavalry commander, Brigadier General William W. Averell, urged Hunter to continue south to Lynchburg as ordered, but Hunter opted to instead advance on Lexington to the southwest and then march through the Blue Ridge at the Peaks of Otter to get to Lynchburg.
Hunter’s new “Army of West Virginia” headed out of Staunton on the 10th. In response to harassment from Confederate partisans, Hunter directed his troops to live off the land, which included looting civilian homes and farms. Breckinridge reported that Hunter was moving up the Valley to either Lexington or Lynchburg, but his force was too small to stop the Federals.
President Jefferson Davis asked Lee to clear the Federals out of the Valley, but Lee said he could only do so by detaching an entire corps in the face of the opposing Army of the Potomac. Lee concluded, “If it is deemed prudent to hazard the defense of Richmond… I will do so.”
Crook’s Federals reached Lexington around 12 p.m. the next day and entered the town after driving off a small Confederate cavalry force. Hunter stopped to visit the grave of Thomas “Stonewall” Jackson before ordering his men to burn the Virginia Military Institute, where Jackson had taught before the war. Hunter accused the school administrators of teaching a “treasonous” curriculum and sending cadets out to fight Federal troops at New Market. Hunter did not know that Lee had buried George Washington’s silver beneath VMI for protection.
Hunter set up headquarters in the VMI superintendent’s home, the only building on campus not burned. He also directed his troops to burn Washington College and turn the main building into a horse stable. Outraged, Virginia Governor John Letcher publicly called on the citizens to oppose “the vandal hordes of Yankee invaders.” When Hunter learned of this, he ordered Letcher’s Lexington home burned for issuing “a violent and inflammatory proclamation… inciting the population of the country to rise and wage guerrilla warfare on my troops.”
The looting and destruction continued for three days, during which a Federal soldier wrote, “Many of the women look sad and do much weeping over the destruction that is going on. We feel that the South brought on the war and the State of Virginia is paying dear for her part.” But during this time, Hunter suffered two setbacks:
- Major General Philip Sheridan’s cavalry, assigned to join him in the drive on Lynchburg, was stopped by Confederate horsemen under Major General Wade Hampton.
- Confederate partisans led by Colonel John S. Mosby continuously raided Hunter’s supply lines, forcing him to wait at Lexington until all his cavalry could come up.
These setbacks gave Breckinridge more time to prepare defenses at Lynchburg.
On the night of the 12th, Lee decided on a daring gamble. He would detach Lieutenant General Jubal Early’s Second Corps from his army and send it west. These Confederates would absorb Breckinridge’s force, secure Lynchburg, and drive Hunter’s Federals out of the Valley. Early was to then move north “down” the Valley and cross the Potomac River into Maryland. From there, he would turn southeast and threaten Washington.
This would leave Lee’s Confederates dangerously outnumbered against the Army of the Potomac, but Lee hoped that Early’s offensive would compel Lieutenant General Ulysses S. Grant to detach forces, or even withdraw the army altogether, to protect Washington. It may even provoke Grant into launching a hasty attack that could give Lee an opening to destroy his force.
Early received written orders to move out at 3 a.m. on the 13th. He was “to strike Hunter’s force in the rear, and, if possible, destroy it; then to move down the Valley, cross the Potomac near Leesburg in Loudon County, or at or above Harper’s Ferry… and threaten Washington City.”
Early was to leave with all three of his divisions (8,000 men) and an artillery battalion. Early renamed his corps the Army of the Valley and led it out of the Cold Harbor trenches on the morning of the 13th. The troops boarded trains and headed west to Lynchburg, just as Hunter’s Federals finally left Lexington.
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