In the early days of October 1864, the Shenandoah Valley was full of dark clouds of smoke. Flames leaped from the landscape and the ground was covered with black ashes. Phil Sheridan's cavalry was torching the Valley.

In late August, General Ulysses Grant had instructed Sheridan to "Do all the damage to railroads and crops you can. Carry off stock of all descriptions, and Negroes; so as to prevent further planting. If the war is to last another year, we want the Shenandoah Valley to remain a barren waste." By another account Sheridan was told to leave the Valley in such a state that the crows must carry provisions to fly across it.

After a nine-day march through Lynchburg, Lexington and Staunton, General Thomas Rosser's brigade arrived in time to see Sheridan's destruction in process. They arrived at Bridgewater on the evening of October 5 to join Jubal Early. For the next two days their anger grew as they watched Sheridan lay waste to the Valley from Harrisonburg north to Woodstock.

On October 7, Sheridan reported to Grant that he had destroyed over 2,000 barns filled with wheat, hay and farming implements. He had ruined over seventy mills filled with flour and wheat and driven in front of the army over 4,000 head of stock, and killed and issued to the troops no less than 3,000 sheep. The maddened Southerners pursued the Union rear guard under George Custer. Down the Back Road in Shenandoah County they pursued the plunderers of their homes. On the afternoon of October 7, Rosser's brigade broke Custer's rear and recaptured 1,000 sheep. It was a small consolation for the wasteland that was the Shenandoah Valley. At Tom's Brook, Rosser stopped - 25 miles north of Early's infantry.

Rosser's 2,000 men were posted on the hills overlooking the southern bank of Tom's Brook. An irritated Phil Sheridan had watched the harassment of his rearguard for the previous two days. To put an end to this irritation, he ordered his men to "whip the rebel cavalry or get whipped." On the morning of October 9, the Federals launched an all-out assault across Tom's Brook.

The assault eventually forced the Confederates to retreat two miles south of Tom's Brook. For two hours the Federals charged and countercharged across the open ground on the new Confederate position. Finally, the Confederate line collapsed and the "Woodstock Races" were on. The routed southerners were chased as far as 26 miles, and by the time it was all over, more than 300 prisoners were captured by the Union forces. Eleven of Rosser's twelve guns were now in Federal hands. All his rolling stock was captured, including the four headquarter's wagons.

In disgust, Early reported to Robert E. Lee that "the enemy's cavalry is so much superior to ours, both in numbers and equipment." He also stated that the country was so "favorable to the operations of cavalry, that it is impossible to compete" with the Union cavalry.

By the 12th of October, Rosser had rallied his troops from their trouncing and had begun to stalk Sheridan again. He was in hopes of surprising Custer near Old Forge on Back Road, but by the time the Confederates arrived, Custer had moved on. The Federals were now convinced that the Confederates had recovered, therefore they were very attentive to any action along their right flank.

Major General John B. Gordon and engineer and mapmaker Jedediah Hotchkiss climbed to the top of Signal Knob on the 17th to survey the Federal position. While there, they devised a plan to turn the Union left flank, which Jubal Early agreed to. After dusk on the 18th, the Second Corps, Army of Northern Virginia, under command of Gordon, crossed the North Fork east of Fisher's Hill. Following a narrow trail along the face of the Massanutten in single file, they proceeded to McInturff's and Colonel Bowman's Fords. After surprising and apprehending the pickets, the Confederates recrossed the North Fork and advanced to the Cooley house, where they formed a line of battle beyond the Union left flank. All this occurred before 4:00 a.m. on the 19th.

Kershaw's and Wharton's divisions, in addition to the Confederate artillery, advanced through Strasburg. Kershaw branched off to the right, while Wharton advanced to Hupp's Hill. The artillery waited on the Valley turnpike south of Strasburg for the developments of the battle. Rosser's cavalry advanced on Back Road to Cupp's Ford. Brigadier General Lunsford Lomax's cavalry was to advance on the Front Royal-Winchester Road, then cross over to the Valley Pike in the area of Newtown (Stephens City). Lomax did not move as he was directed.

Just before dawn, under cover of a heavy fog, the infantry fired a thunderous barrage and rushed the Union entrenchments. The Federals had been resting comfortably along the banks of Cedar Creek. Two corps of Federal infantrymen were routed from their tents. They fled to a point two miles north of Middletown. Gordon's force advanced impetuously into Brigadier General (and future U.S. President) Rutherford B. Hayes' division. The Confederates closed in on both flanks and the Federal position soon gave way. The artillery hurried to the front and opened fire from the heights overlooking Cedar Creek.

By 5:30 a.m., Federal stragglers poured across the Valley Pike. The units covering the Turnpike Bridge withdrew in an attempt to form a defensive line parallel to the pike. Wharton's division crossed Cedar Creek at Stickley's Mill and rushed the heights, capturing seven guns in the process. Colonel Wilde's brigade of Crook's corps contested the Confederate attack east of the pike. A second Federal brigade under Col. Stephen Thomas advanced to high ground east of the pike and fired into the fog while suffering heavy casualties. This desperate stand provided time for the Union trains near Belle Grove, south of Middletown, to escape northward. The Federal units were steadfastly driven back to the north.

After the Federal withdrawal, Early advanced to occupy the hill and regrouped. His divisions formed a line two and a half miles long north of Middletown. No serious fighting developed during the afternoon. Convinced that victory was theirs, and the Federal forces would retreat after dark, the Confederates had busied themselves with the plundering of the Union camps. They now rested comfortably in the fields north of Cedar Creek.

At about 10:30 a.m. that morning, General Sheridan had arrived on the battlefield after riding from Winchester. He immediately began rebuilding his forces. After the redeployment of his shattered army, Sheridan rode, in a dramatic moment, along the front of the battle line. His men responded with a tremendous cheer. With a cavalry division on each flank, at about 3:00 p.m. Sheridan was prepared to launch a counterattack.

By 3:30 p.m. General George Custer's division of the Federal Cavalry advanced against Early's left flank. Custer continued his advance, weakening the Confederate line. He then launched a stalwart attack, which overran and scattered Gordon's division. The Confederate line fell apart from west to east, putting increasing pressure on the middle of the line.

At 4:00 p.m., Sheridan ordered a general advance. There was fierce fighting along the front line. After holding for awhile, the Confederates began to collapse and retreated along the Valley Pike to the Union camps they had captured that morning. Custer continued his advance until he had gained the rear of the Confederate army. As the rout continued, Custer joined the rest of the Union Cavalry on Hupp's Hill at about 6:30. During the Confederate retreat, the bridge near Spangler's Mill collapsed, causing the loss of many wagons and much of the Confederate artillery. The Federal cavalry continued its pursuit until after dark where it ended at Fisher's Hill. Forty-three cannons, more than two hundred wagons and as many as one thousand prisoners were captured by the Federals. At least ten battle flags were also captured.

The brilliant Confederate success of early morning had turned to a Union victory by day's end. It is rare that victory and disaster have swung to such extremes in a days' battle. The Battle of Cedar Creek was a crushing blow to the Confederates in the Shenandoah Valley. The Confederate surprise attack has long been considered one of the most daring and successful maneuvers of its kind. General Sheridan's presence in rallying his broken army has become a legend in American folklore in the poem "Sheridan's Ride". Along with Sherman's success in Georgia, this Union victory led to the reelection of Abraham Lincoln in November. The Confederate infantry presence in the Shenandoah Valley was effectively ended with their defeat at the battle of Cedar Creek.

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