After Sheridan's successes at Winchester and Fisher's Hill, Early's Army of the Valley suffered more defeats and was eliminated from the war in the Battle of Waynesboro, Virginia on March 2, 1865.

In August 1864, the American Civil War was in its fourth year, and the exploits of Confederate Lieutenant General Jubal Early caused considerable consternation among leaders of the federal government of the United States.

[note 1] Major General Philip Sheridan, commander of the new Middle Military Division, faced constant pressure to attack Early, but Lieutenant General Ulysses S. Grant warned Union leaders on August 12 that two divisions of infantry had joined Early, and that Sheridan "must be cautious and act now on the defensive" until Grant's actions near Richmond would cause those units to return to the Richmond area.

From the east, a cavalry division led by Brigadier General James H. "Harry" Wilson would lead two infantry corps from Berryville eastward to attack Early's vastly-outnumbered force between Opequon Creek and Winchester.

[14][note 2] The Union force in the Third Battle of Winchester was the Army of the Shenandoah, which was recreated August 1, 1864, and commanded by Major General Philip Sheridan.

[39] The 1st Connecticut Cavalry Regiment departed hours earlier and secured Limestone Ridge, which overlooked the Spout Spring ford of Opequon Creek at the Berryville Pike.

[42] They pursued the 37th Virginia Cavalry Battalion on the pike to the west end of Berryville Canyon, where the Virginians fled past pickets from the 23rd North Carolina Infantry Regiment.

Lieutenant Colonel William P. Brinton, commanding the 18th Pennsylvania Cavalry Regiment, led a charge that captured an important Confederate breastworks.

The division left camp from Summit Point, West Virginia, which was on the Winchester and Potomac Railroad about seven miles (11 km) north of Berryville.

Averell's Second Brigade, led by Colonel William H. Powell, departed two miles (3.2 km) east of Opequon Creek at Leetown, West Virginia.

[note 5] Averell rode with Powell, and they linked with Schoonmaker on the Martinsburg Pike slightly north of Darkesville after finding no opposition at the Burns Ford crossing of the creek.

[47] Once Ramseur and McIntosh began fighting, Lee sent his cavalry division, commanded by Brigadier General Williams Carter Wickham, to the north side of Red Bud Run where they faced south.

South of Bunker Hill, a section of the Confederate Lewisburg Artillery, using two rifled guns sent by Breckinridge to assist Smith, slowed Averell's advance.

While the Union infantry began their attack, Wilson's cavalry also probed the area east of Senseny Road, but was too far away to support the VI Corps' left.

A battery belonging to Lieutenant Colonel William Nelson's battalion was in front, while a section of Lomax's horse artillery delivered enfilading fire from the distant left (south).

Falling back to the Middle Field, the Union troops became a target for Lee's artillery and sharpshooters located north of Red Bud Run.

[72] Colonel Oliver Edwards's Third Brigade of Russell's 1st Division of the VI Corps used the 37th Massachusetts Infantry Regiment, armed with Spencer repeating rifles, to stop the Confederate advance.

[79] Early responded by moving Wickham's Cavalry Brigade, commanded by Colonel Thomas T. Munford, from the north side of Red Bud Run to south of Abrams Creek.

[82] Lee also had the unexpected assistance of Vaughn's Cavalry and Mounted Infantry Brigade, commanded by Lieutenant Colonel Onslow Bean, which returned over difficult terrain around Little North Mountain after destroying a B&O Railroad bridge over Back Creek.

[83] Du Pont's 18 cannons were set up on the west side of the Huntsberry Farm, which put the Middle Field, Second Woods, and Hackwood House within their range.

[79] Lee attacked Devin's Brigade on Merritt's left and drove back the Union soldiers about three-quarters mile (1.2 km) toward the Carter Farm.

Chapman's Brigade was temporarily commanded by Colonel William Wells, who pushed Confederate cavalry back beyond Abram's Creek around 4:00 pm, but was repelled by artillery.

Using a dismounted squadron from the 1st New York Cavalry Regiment with mounted troopers from Powell's and Schoonmaker's brigades, Averell captured a cannon and 80 men.

[83] They deployed about 1,500 men behind a stone wall south of the regrouping remnants of Gordon's and Patton's forces, and were aided by batteries from Braxton's and Major William McLaughlin's battalions.

[83] Wickham's Cavalry Brigade, commanded by Munford, had been moved from the north side of Red Bud Run to the Senseny Road to assist Lomax on Early's right.

[99] They received unexpected assistance when Brigadier General James W. McMillan from Dwight's 1st Division of the XIX Corps arrived with the 160th New York Infantry Regiment, and deployed on Mackenzie's right flank.

[92] The success of Upton's infantry and Torbert's cavalry inspired Crook's men to resume the attack, and the majority of Confederate troops were now running south through Winchester.

Crook's army was joined by the VI Corps, led by Edwards and the 37th Massachusetts followed by the entire 1st Division, which ran up the hill and over the east wall of the redoubt.

[94] Wilson missed his chance to intercept Early's retreating army, but he scattered Johnson's Cavalry Brigade and continued cross county toward Kernstown.

[123] Sheridan's success in the months following the Third Battle of Winchester propelled him to status only eclipsed by Grant and William Tecumseh Sherman, and he would eventually become Commanding General of the United States Army.