On September 17, 1864, despite inferior numbers, General Early decided to send a column toward Martinsburg to destroy newly repaired railway tracks. The Divisions of Rodes and Gordon were assigned the task. The men were issued three days rations and had orders to be prepared to move out by two o’clock that afternoon. At the stated time, General Rodes’ and Gordon’s Divisions moved off in the direction of Bunker Hill. The expedition was a secret one and nobody but general officers were aware of the destination. Different conjectures were made by men as to where the expedition would lead to. That night, camp was made at Bunker Hill. The next day, Gordon’s Division went up to Martinsburg, while Rodes’ returned to Stephenson Depot.
General Rodes had argued vehemently with General Early, that the army should not be divided with the enemy camped so near. He accused Early of underestimating Sheridan, but the leader of the army refused to heed the alarm even when General Gordon added his support to Rodes’ argument. Consequently, the two divisions had marched north in full view of blue-coated lookouts. While Early was using infantry as cavalry to destroy railroads, Sheridan made plans to move south and throw most of his command against Ramseur’s isolated division.
The Union Army under Major General Philip Sheridan, about 40,000 strong, advanced from the vicinity of Berryville on the Winchester-Berryville Pike at about two o’clock in the morning on September 19, 1864. At daybreak, the Federal cavalry division of General James Wilson, crossed Opequon Creek at Spout Spring followed by the three Union Infantry Corps. Wilson had orders to cross the Opequon, pass through the two-mile long Berryville Canyon, sweep aside Ramseur’s pickets, and hold a line about two miles west of the Opequon until the arrival of 20,000 infantry from the VI and XIX Corps. The VIII Corps 8,000 men would remain in reserve east of the river waiting to march southwest and cut off Ramseur’s escape. Ramseur had but 2,000 men to confront Sheridan’s overwhelming force. His line faced east, straddling the Berryville Pike about two miles east of Winchester. His left was anchored on Red Bud Run and his right on Abraham’s Creek, both tributaries of the Opequon River.
The Federal cavalry soon made contact with Confederate Major General Stephen Ramseur's isolated 2,000 man division and initially drove them back. However, after heavy skirmishing which pushed the Rebels back about 150 yards to the area of the Dinkle Barn, General Ramseur had artillery brought up to preserve his line. In the meantime, word had reached Confederate General Jubal Early of the situation developing to the south and he commenced concentrating his scattered divisions. General Early ordered Rodes to march as fast as possible to Ramseur’s assistance, about six miles distant. To Gordon, word was sent to hurry down the fourteen miles from Bunker Hill. General Rodes hastily gathered his men around their battle flags, explained the serious nature of their march, and started south towards Winchester. He relentlessly drove his soldiers for he knew the seriousness of the situation.
The men in General Gordon’s command marched about ten miles back before being halted for a rest. Sheridan’s signalmen could see the movement of Early’s command from the mountain tops. By eight o’clock that morning the white puffs of smoke from artillery could be seen ahead indicating that the engagement was under way in earnest. The pike was given up to the wagon trains and the infantry marched in the fields alongside. A skirmish line was maintained to the left to protect against sudden attack.
The men were driven relentlessly by the officers. A private in Breckenridge’s Division observed Rodes’ infantry column as they passed south: “They were footsore and some almost crying with fatigue.” Mounted officers continuously yelled at the men to push the pace. As the sweating soldiers approached Winchester, an incident occurred that relieved much of the tension. They were overtaken by a carriage being driven at breakneck speed with Union cavalry only a short distance behind. Rodes recognized the passenger as Mrs. John B. Gordon who had been travelling with the army for some time. Smiling, General Rodes tipped his hat and extended the skirmish line across the road to discourage the blue-coats as Mrs. Gordon sped by to a hearty cheer.
As Rodes’ men neared their destination, Commissary Clerk Henry Beck, went to Major Adam's to draw rations and then carried them on to Battle’s Brigade. As he approached Winchester, he met Gordon's Division moving to where there was considerable skirmishing going on at the time, to the east of the town. On reaching Battle’s Brigade, he found them getting ready to move and moved off with the troops. The troops formed their line of battle at the Stephenson house. General Rodes dispatched Henry Beck to Major Tanner with orders to move his train to the right of Winchester. According to orders the train moved off. Henry stayed with it and it halted in the fields close to Winchester.
The 5th Alabama Infantry Regiment entered the 3rd Battle of Winchester with the following Officers in Command:
Major: Eugene Blackford
Adjutant: Charles I. Pegues
Sergeant Major: Shelby W. Chadwick
Regimental Color Corporal: George Washington Hannah
Company A Barbour Grays (1st Lieutenant George A. Thomas)
Company B Talladega Artillery (1st Sergeant Pinkney L. McCall)
Company C Monroe Guards (2nd Sergeant Julius C. Finklea)
Company D Greensboro Guards (1st Sergeant William G. Britton)
Company E Sumter Rifle Guard (2nd Lieutenant Thomas C. Flowers)
Company F Cahaba Rifles (1st Sergeant Charles B. Sturdevant)
Company G Livingston Rifles (1st Sergeant Robert Hatton)
Company H Pickensville Blues (2nd Lieutenant Christopher B. Clark)
Company I Grove Hill Guards (Captain Simeon T. Woodard)
Company K Hayneville Guards (Captain Girard Cook)
Rodes' Division arrived on the field sometime between 9:00 A.M. and 10:00 A.M. The men deployed about 300 to 400 yards to the left and rear of Ramseur's Division, in an area to be known as the West Woods. Grimes Brigade was the first on the field and took a position that would become the right flank of the Division. Cox, behind a stone wall, held the center, and Cook manned the left. General Battle’s Brigade acted as a reserve, extending behind and beyond Cook’s left. Gordon's Division would follow Rodes’ men onto the field and extended the Confederate line further left, across the Hackwood Farm to Redbud Run. Wharton's infantry and Fitz Lee's cavalry division drew a line across the Valley Pike north of town near Stephenson's Depot. Confederate batteries deployed on high ground along Baker Lane north and south of the West Woods, and north of Redbud Run.
The field upon which the third Battle of Winchester would be contested was largely a wooded plateau northeast of the town. It was bisected by the Berryville Pike, and bounded by Abrahams Creek on the south and Redbud Run on the north. Both streams were tributaries of the Opequon River. Two of Sheridan’s three Corps deployed for battle. General George Getty’s 2nd Division aligned on the Union left with General James B. Ricketts’ 3rd Division alongside. In reserve was General David A. Russell’s 1st Division, all of Wright’s VI Corps. Loosely attached to Ricketts’ right was the XIX Corps Division of General Cuvier Grover with General William Dwight’s Division closely following. Five massive blue-clad divisions were thus prepared to step off upon the signal gun.
Skirmishing continued along Ramseur's front and before long, a severe battle developed. Just before noon the Federal signal was fired, and in conjunction with the advance of the Union’s XIX Corps on the right, Getty's and Ricketts's Divisions of the VI Corps launched their attack against Ramseur's line, which was positioned on high ground, stretching from the Dinkle Barn south behind Abraham’s Creek. Ricketts' Division on the right was ordered to guide its attack on the Berryville Pike, which takes a sharp jog to the left in front of the Dinkle Barn. As they advanced, a gap widened between the VI Corps and the XIX Corps on the far right. Two Federal brigades ruptured the Confederate centre at the Dinkle Barn and moved to capture a battery of artillery in front of the West Woods. Ramseur's left flank now gave way and Confederates began to drift back toward Winchester. In the Confederate center, screened by the belt of woods, Rodes’ Division adjusted its ranks, weathered the storm of shrapnel from five VI Corps batteries and prepared to charge. Just as Ramseur's left flank gave way from the Union attacks, Major General Robert E. Rodes brought his Division forward from its protected position in the West Woods, while Carter’s Artillery fired canister into the long line of advancing Blue-coats. As soon as Rodes’ men reached Ramseur’s line, they were ordered “forward into line” and within moments were moved to the attack.
Rodes’ Division now held the center of Early’s line with three of his brigades, retaining Battle’s Brigade in reserve in a ravine behind him. This location is now in the middle of Interstate 81, due west of Ash Hollow Run. The Sharpshooters screened the Rebel front. “We moved forward at a run to a piece of woods a few hundred yards in advance, when we ran into a strong line of battle of Yankees.” Rodes’ four brigades had suffered minor casualties from the shell fire as the attack of VI Corps dislodged Ramseur. General Rodes rode along his commands rear shouting orders. His left brigade under Cook, briefly became disrupted when General Gordon’s men charged from their left, while Cox and Grimes snipped at the oncoming Union infantry. At about 12:30 P.M., General Gordon noticed the gap that had formed between the two Federal Corps they were facing. He rode over to General Rodes for a hasty conference. Unable to locate General Early, the two officers determined that their only course of action was to continue to attack the enemy, and cause as much confusion as possible. Union numbers were so great that any other plan seemed to invite disaster. Rodes galloped back to his lines being joined by one of his brigade commanders, General Cox. Cox and Rodes proceeded through a strip of woods, emerging into a large open field in full view of masses of Federal soldiers. The unabated Union artillery fire crashed into the woodland as Rodes shifted Battle’s Brigade from behind Cox’s ranks to a position from which the Alabamians could launch a counterattack into the massive hole in the Union line. He now ordered Battle’s Brigade forward into the gap between the Union VI and XIX Corps. Rodes, noting their uncertainty, stood in his stirrups yelling loudly, “Charge them boys, charge them!” Battle's Alabama brigade ``came out of the woods like a whirlwind,'' crushing Ricketts's Division, which formed the right flank of the VI Corps. The men rushed forward and swept, with loud shouts, through the woods, driving the enemy swiftly before them. A private in Ramseur’s Division recalled: “We had been in line only a short time when muskets began to crack on our left. This cracking became a perfect roar as the cannon joined in and then the Rebel Yell. This was celestial music to our ears. Rodes had gotten up and was attacking Sheridan’s flank. Soon we saw the enemy running back and those in our front began to run. I don’t think I ever heard such a noise as was made when Rodes started in. It sounded as if every tree in the woods was falling down and a terrific thunderstorm was raging in the woods. When our men heard all this noise and saw the Yankees running, they got over their panic and started to return back down the road.”
The counterattack by Battle’s Brigade devastated the Union line. Union soldiers started to stream back along the Berryville Pike, while two Federal batteries astride the pike tried to slow the Confederate assault. The brigade moved forward as additional enemy batteries opened fire. The gunners immediately found the range and almost every shell burst in the faces of the attackers. Rodes was riding a few paces behind the first line and his huge black horse, which he had ridden for so long, became excited under the shell bursts, Rodes holding him with difficulty. As Rodes sought to calm his horse, another artillery shell burst nearby. A fragment from the shell hit Robert Rodes squarely in the forehead, and he fell from his horse and died at once. With the lifeless body of General Robert E. Rodes on the ground, his panicked black mare ran to the rear. It was about 1:00 P.M. Early’s army had suffered an irreparable loss, and the charging Alabamians had lost their mentor.
The men in front were unaware of what had just happened to their beloved General and with the well known “rebel yell” continued at a run. They could see that there was a much larger force in front of them, but it mattered not. As they moved forward they passed scores of dead and wounded Yankees and a large number of prisoners were captured. They passed entirely through the woods and into the open space beyond, where they halted for a moment and then formed their line in the edge of the next woods. The Yankees, who seemed resolute at first, stopped at the top of a hill. A Georgian watched as Battles men topped the hill “in full view of the retreating Yankees. And I have never seen such a deadly volley fired as those noble Alabamians fired at the retreating enemy,” he said. “It was so terrible that it really looked sickening. It seemed that the first volley cut down half their line.” At about the same time a Union XIX Corps brigade commander looked to his left and saw to his horror “a line of butternut sweeping past our flank and into our rear.”
Another Georgian from Evan’s Brigade who had fallen in with Battle’s men, described the fight: “These brave Alabamians rushed at the enemy like tigers, and for a time the two lines were so near each other that the paper of their cartridges flew into our faces. At one point to my left the lines came together, and I saw the Ensign of one regiment snatch the colors out of the hands of a Federal soldier and dragged them along the ground, while he held his own standard aloft.” Union General Keifer’s three isolated regiments buckled under the furious assault and were swept rearward “like grasshoppers.” General Battle pressed the advantage, disintegrating Rickett’s entire line. Keifer’s other regiments and Emerson’s brigade scrambled off the plateau in an amorphous mass. With his right turned, Getty also abandoned the ridge. Robert Park of the 12th Alabama described the result of this exchange: “The enemy soon ran precipitately before us, and officers and men were in utmost confusion. We raised the well known ‘Rebel yell’ and continued our onward run, for we actually ran, at our greatest speed, after the disordered host in our front.” The sharpshooters had joined the line of battle as it came up, “and drove the yanks about half a mile.”
In the middle of the field they had just passed over and about one hundred and fifty yards from the woodland, there was a gully or ravine, about four feet deep. When the retreating Yankees reached this place of safety, about half of them dropped down in it for protection. The few Confederates still pushing them, passed over them and halted, but kept up their fire on the enemy ahead, who had now reached protection and reinforcements. Too weak to advance farther or make an attempt to drive them from their new position, they held their place in the open amongst the storm of Minie balls for quite some time. The enemy in back of them in the gully and only a few feet away, lay still with their guns loaded and capped lying by their sides. This location is approximately just west of Denny Lane, north of the Berryville Pike.
From his command post on Eversole's Hill, Union Generals Sheridan and Wright witnessed the disaster. Sheridan immediately committed his reserves to stave off certain defeat; this was David A. Russell's division of three brigades (Campbell, Upton, and Edwards). Campbell advanced his brigade astride the Berryville Pike with Edwards' brigade to his right. General Russell, directing these manoeuvres, was mortally wounded. At the Union center, the 1st New York Independent Battery and Battery F, 5th Maine Artillery, stood fast, firing over the heads of the blue-clad fugitives, slowing the Confederate rush and buying time for Russell to advance. As time passed, the Confederate numbers dwindled and soon the Yankees in the gully in the middle of the field, outnumbered them, so the remaining Rebels soon started to fall back through the gully making their way back to the line that had stopped at the edge of the woods. Before this line had been reached, the Yankees in the gully rose up and began firing at the retreating Rebels, but with minimal effect.
The two advancing Federal brigades struck Battle's attackers head-on. Upton's brigade came in on Edwards' right advancing from the edge of the Second Woods. The two divisions--Rodes' and Russell's--closed, exchanging murderous volleys. Upton's impetuous charge stopped the Confederate counterattack and drove it back into the West Woods. Russell's division was then withdrawn out of range to regroup. Only the prompt reaction by Union General Emory Upton in committing his brigade into the gap and taking horrible casualties prevented a complete route of the VI and XIX Corps.
Less than two hours had passed since Union General Russell’s Division slammed the counterattack of Rodes’ Division to a halt and since Sheridan ordered Crook to bring his two divisions on to the field. In the interim the two bloodied opponents basically clung to the same positions they held when the fighting flickered and then died. Emory’s battered XIX Corps, its two divisions still badly mixed up, had refashioned a line at the edge of the First Woods. South of these Yankees, Wright had managed to regroup his three divisions along the base and crest of Ash Hollow to Abraham’s Creek. Across the cornfields and pastures, where the wounded and dying writhed in pain, Early’s Confederates, except for Ramseur’s Division, maintained their original position. Gordon’s brigades held the Second Woods; Rodes veterans, now under the command of General Grimes, lay in the trees from which they had launched their counterattack; and Ramseur’s men, driven back from the Dinkle farm buildings, were aligned on Grimes’ right flank. It was a draw, with neither commander willing to renew the costly frontal thrusts and counterthrusts. However, with his numerical superiority, Sheridan sill retained the initiative. He sent in his reserve under General Crook.
An eyewitness to the fighting continues: “The enemy now reinforced made repeated efforts to drive us out of the woods. Without anyone in command and short of ammunition, with bullets coming from left, right, and front, and being told by our wounded who came back to us that the enemy was in the rear, we decided to sell our lives as dearly as possible. From the great noise in front, we knew that the enemy was rallying his forces to make a desperate effort to drive us out of our position. Word was passed along the line to reserve our fire and make every cartridge count. Pretty soon a splendid blue line, with colors flying, came out into the open behind which rode mounted officers encouraging their men. “Wait, wait!” passed from mouth to mouth along the line, while every man behind a tree was taking deadly aim. “Wait until they come nearer.” On they came until someone said, “They’ll drive us out ‘o here unless we begin to fire!” And now the sharp crack of the deadly rifle began, and the advancing line halted, wavered and broke into disorder and ran helter-skelter for the protection of the woods. “Here” argued one Federal “was the deadliest spot of the day.” Yankees fell in as neat a row as they stood.
When the Yankees reached the woods, pandemonium seemed to break loose and the Rebels knew that a new attack would be made. Everything possible was done by the Confederates to get ready for it. The cartridge boxes on the dead were searched for ammunition, and every man made ready. It was some time before the enemy’s ranks were reorganized; but now they came again, their officers showing the utmost gallantry and urging their men to maintain their organization. Every Confederate took deadly aim as they came on, and when they were only seventy-five yards off the Confederates opened fire and at the same time raised such a yell of defiance as to create the impression that there was ten times their number present. In spite of their officers, the Federal line wavered again and broke for cover of the woods. This was repeated the third time with the same result; but the Confederates ammunition was exhausted, and when the enemy opened on them at short range with grapeshot they fled along the edge of the woods to the right, crossing an opening to another skirt of timber and all dispersed.”
Sheridan ordered a general advance against the constricted Confederate position on the plateau just north and east of the town. The Confederates were posted behind stone fences, rail barricades, and in shallow earthworks constructed in 1862. They could retreat no farther without losing organization in the streets of Winchester. As the Union advance closed from east and north, firing became fierce and desperate. The massed artillery of both sides fired case shot and canister. At about 3:30 P.M., as the infantry fighting reached a crescendo, the Federals advanced their cavalry divisions astride the Valley Pike, first at a walk and then at a thundering gallop. They swept over the Confederate line at Collier Redoubt, an earthworks on the northern outskirts of Winchester, driving back the Confederate Cavalry. The Confederate infantry withdrew to another line about 150 yards to the rear to the area now at the end of Imboden Drive west of Interstate 81. However, the damage was done. The sound of Union cavalry pounding in their rear spread panic all along the Confederate line, and soldiers began streaming to the rear and ``whirling through Winchester.'' Wharton's and Gordon's divisions seemed to disintegrate. Rodes' Division, commanded now by General Grimes of North Carolina, performed the difficult manoeuvre of ``changing front'' to the north to stop the onrushing US cavalry. This was in the area of the modern streets of Butler Avenue and Green Street. However before long, all of General Early's Army retreated in disorder. Only Rodes’ Division “came off in tolerable order,” according to the report of General Ramseur. These few men of Rodes Division, not more than two or three hundred in all, had held Sheridan’s thousands back for hours and saved Early’s army from destruction.
Commissary Clerk Henry Beck left the following account. “It was not long after the battle began to rage, that the disagreeable news of General Rode's death reached us. Everybody seemed to be thunderstruck on hearing of this awful catastrophe and everybody seemed to think for a time that all was lost. I started to Winchester to learn some of the circumstances. On riding through Main Street, heard someone call me in an ambulance, stopped to see who it was, and to my sorrow found (Sergeant William) Britton (of Company D) & Kitt (Lieutenant Christopher) Clarke (of Company H) in there, the former shot through the right arm, which was broken. I rode off to find our brigade hospital, when I returned found out, that they had already started to the corps hospital, overtook the ambulance and went on with it. Assisted B(ritton) & C(larke) out of the ambulance and saw them placed under a tent fly. Staid with them for some time, the surgeons not having had time to examine his wounds, I concluded to go to the Brig. Hospital to learn something of Co. D. On my way there, stopped at the house, where Genl. Rodes' remains were lying in state, went in and took a last farewell glance at our beloved general, whose loss will never be repaired. A great many ladies were around his body with tears in their eyes, which caused a tear to drop from my own, in spite of all exertions to the contrary. While this was going on I heard a rush on the street at the same time, some ladies came in exclaiming 'The Yankees were right in town'. Maj. Adams & I rushed out into the street. I got on my horse, witnessed the grandest stampede I ever saw in my life. The cause of this was, our cavalry on our extreme left gave away in front of half of their number of Yankees & came charging through the town. The Yankees reached the edge of town, but were held in check by some two or three hundred from? C.S. & others connected with the wagon trains. In the meantime there was a gap left open for the Yankee infantry to get in rear of ours. A panic seized the troops at once & they gave away on our left, which was followed by the entire army, and from which it was impossible to rally them for several miles. Everything had gone on finely up to before this stampede drove the enemy some distance our Div. drove three lines of battle, but with the others had to give up their previous success. We left all of our severely wounded & dead in the hands of the enemy. The number of the enemy's killed is said to exceed anything ever witnessed, altho our loss is severe also, mainly in wounded however.
General Early fashioned a defensive line at Kernstown (probably at Pritchard's Hill and behind Hoge's Run) which saved his wagons and most of his artillery. Federal Cavalry and elements of the VI Corps probed this makeshift Confederate defence as night fell, but the Union forces were too disorganized by success to mount an effective pursuit. After dark, the Confederate army withdrew up the Valley Pike to Fisher's Hill south of Strasburg. General Sheridan established his headquarters in Winchester at the home of Lloyd Logan. Casualties were so severe that nearly every sizeable structure in Winchester served as a hospital after the battle. In spite of the rout of the Confederate army, they had actually inflicted far more casualties on Sheridan’s forces. Confederate losses were about 4,000, while the Union had lost more than 5,000 men. Rodes’ Division had suffered the greatest casualties of any infantry command -686- compared to Gordon’s 396, Ramseur’s 327, and Wharton’s 217. The following is a listing of the losses in the 5th Alabama Infantry Regiment. (8 killed, 24 wounded, and 22 captured plus 10 of the wounded men)
After the debacle at Winchester, the Confederate Army fell back along the Valley Pike. Trains of ambulances and stragglers filled the road all the way back to Fisher’s Hill. They arrived there at daybreak on September 20, 1864, where the Confederate Army was taking position in their old entrenchments. General Ramseur was placed in command of Rodes’ Division. The loss of General Rodes was greatly lamented by all in the army, but especially by the men in the Alabama Brigade. Robert Rodes had been one of them as Colonel of the 5th Alabama. He had trained them, drilled them, disciplined them; he had watched them charge through the swamps at Seven Pines, cling tenaciously to the slope of South Mountain, and rout the XI Corps at Chancellorsville. He had been with them almost every step of the way, but now he was gone. It was a grievous loss, but the men would fight on.