Stand Well on Your Guard

General Robert E. Lee, now commanding the Confederate Army of Northern Virginia, needed help to relieve Richmond from the pressure applied by Major General George B. McClellan’s Army of the Potomac on the Peninsula. To that end, he looked west to Major General Thomas J. “Stonewall” Jackson, whose army was conducting a remarkable campaign in the Shenandoah Valley.

When Lee learned of the Confederate victories at Cross Keys and Port Republic on June 8th and 9th, he wrote Jackson, “Your recent successes have been the cause of the liveliest joy in this army as well as in the country. The admiration excited by your skill and boldness has been constantly mingled with solicitude for your situation. The practicability of reinforcing you has been the subject of earnest consideration.”

Gens R.E. Lee and T.J. Jackson | Image Credit:

Lee told him that he was sending six Georgia regiments under Brigadier General Alexander Lawton and eight regiments under Major General W.H.C. Whiting; “The object is to enable you to crush the forces opposed to you.” But Lee changed his mind regarding a northern invasion; after Jackson destroyed the Federals, he was to “move rapidly to Ashland by rail… and sweep down between the Chickahominy and Pamunkey, cutting up the enemy’s communications, etc., while this army attacks General McClellan in front.”

Gen James Shields | Image Credit:

Meanwhile, Brigadier General James Shields’s battered, exhausted Federal division began withdrawing to the Luray Valley on the 10th. The men had endured brutal marches, drenching rains, broken supply lines, and finally defeat at Port Republic. Shields had orders to stay in the Luray Valley until the Federals at Winchester moved to Front Royal. Then, Shields was to rejoin Major General Irvin McDowell’s command on their return to Fredericksburg.

Shields reported from the Luray Valley that half his men were barefooted, and he would need supplies before he could move out. In addition to 12,000 shoes, he asked for “4,000 blankets, 9,200 caps… 20,000 socks, 12,000 pants, 10,000 blouses, 12,000 shirts, 12,000 drawers, 5,000 haversacks, 6,100 canteens, 1,600 shelter-tents, 3,500 rubber blankets, 60 drums, 6 bugles, 300 pants (re-enforced), 300 artillery jackets,” and 80,000 rounds of ammunition. This indicated that Shields’s men were in terrible condition, something McDowell was unaware of when he promised McClellan to be on the Peninsula by June 20.

Shields then went on to blame his defeat at Port Republic on Brigadier General Samuel Carroll for failing to burn the lone bridge over the South River, even though Shields had specifically ordered him to “save the bridge at Port Republic” beforehand. Shields also claimed that he was planning to join forces with Major General John C. Fremont’s Federals to attack Jackson, “which in all probability must have destroyed him, when peremptory orders reached me, which I did not feel at liberty to disobey.” This inexplicable boast did nothing to inspire confidence in Shields’s abilities, and he was never given a major field command again.

Meanwhile, Fremont learned that Shields’s Federals had been ordered to leave the Valley. Fearing that he would be dangerously isolated at Cross Keys, and due to his men being “weakened by battle and the hardships and exposures of a severe march,” he decided to withdraw to Harrisonburg. He received orders from President Abraham Lincoln to stay there, while Brigadier General Carl Schurz arrived on Lincoln’s behalf to report on the state of Fremont’s army.

Gen. Carl Schurz | Image Credit: Wikipedia

Schurz defended Fremont’s performance and asserted that the Federals urgently needed supplies: “Fremont’s force has dwindled down to 10,000 combatants at the outside, and these in a wretched condition.” Schurz reported that the artillerymen were “hardly able to draw their pieces.” Such a “weak and exhausted” army could not match Jackson, who had just supposedly been reinforced to 29,000 men, or double Fremont’s actual size (Jackson actually had less than half that number).

Schurz added that Fremont should not be blamed for failing to properly obey orders: “It is a fact, which admits of no doubt, that when you ordered General Frémont to march from Franklin to Harrisonburg (on May 24) it was absolutely impossible to carry out the order. The army was in a starving condition and literally unable to fight. I have been assured by many that, had they been attacked at Franklin about that time, a number of regiments would have thrown down their arms.”

Fremont did not feel safe enough at Harrisonburg. He asked Lincoln for permission to withdraw another 25 miles north to Mount Jackson. He explained, “Harrisonburg, however strong in a strategical point of view for an army of larger proportions, was to my small command dangerous in the extreme.” Ironically, Fremont was submitting triumphant reports of his “victories” at Cross Keys and Port Republic at the same time he was feeling so unsafe. Before Lincoln could even respond, Fremont had his men move out.

All this time, the 12,000 Federals under Major General Nathaniel P. Banks remained at Winchester, 45 miles north of Fremont. Banks disagreed with Fremont’s contention that Mount Jackson was the best place to make a stand against Jackson. Banks instead preferred Middletown, 15 miles south of Winchester, because it commanded both the Shenandoah and Luray valleys. Banks argued that the only way to defeat Jackson was for he and Fremont to join forces, especially now that McDowell’s men were returning to Fredericksburg.

Meanwhile, Jackson’s Confederates were enduring brutal rains and winds in their camp at Brown’s Gap on the Blue Ridge. Jackson worked with topographer Jedediah Hotchkiss on a plan to pursue both Fremont and Shields. He began by dispatching his cavalry under Colonel Thomas T. Munford to harass Fremont’s withdrawal and spread rumors that the Confederates in the Valley were being heavily reinforced.

Jackson’s men reentered the Valley on the 12th and took positions near Port Republic and Patterson’s Mill. As the Confederate reinforcements began arriving, Munford’s troopers operated near Harrisonburg, capturing 200 wounded Federals that Fremont left behind. They also seized a large number of supplies and ammunition. As the Confederates hoped, Lincoln notified Fremont, “Jackson is largely reinforced, and is turning upon you. Stand well on your guard.”


  • Cozzens, Peter, Shenandoah 1862: Stonewall Jackson’s Valley Campaign. The University of North Carolina Press (Kindle Edition), 2008.
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  • Long, E.B. with Long, Barbara, The Civil War Day by Day. New York: Da Capo Press, Inc., 1971.
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  • Time-Life Editors, Lee Takes Command: From Seven Days to Second Bull Run. Alexandria, VA: Time-Life Books, 1983.
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