The situation at this juncture was as follows:  Shields was stretched out over five-and-twenty miles of road in the valley of the South Fork; Fremont was at Harrisonburg; Ewell’s division was near Cross Keys, and the main body of the Valley Army near Port Republic.

During his retreat Jackson had kept his attention fixed on Shields.  That ardent Irishman pictured his old enemy flying in confusion, intent only on escape.  He would have been much astonished had he learned the truth.  From the moment Jackson left Strasburg, during the whole time he was retreating, with the “bull-dogs” at his heels, he was meditating a counter-stroke, and his victim had already been selected.  When Shields rushed boldly up the valley of the South Fork it seemed that an opportunity of avenging Kernstown was about to offer.  On June 4, the day that the enemy reached Luray, Ewell was ordered to provide his men with two days’ cooked rations and to complete their ammunition “for active service.”  The next day, however, it was found that Shields had halted.  Ewell was ordered to stand fast, and Jackson wrote despondently to Lee:  “At present I do not see that I can do much more than rest my command and devote its time to drilling.”  On the 6th, however, he learned that Shields’ advanced guard had resumed its march; and, like a tiger crouching in the jungle, he prepared to spring upon his prey.  But Fremont was close at hand, and Shields and Fremont between them mustered nearly 25,000 men.  They were certainly divided by the Shenandoah; but they were fast converging on Port Republic; and in a couple of marches, if not actually within sight of each other’s camps, they would come within hearing of each other’s guns.  Yet, notwithstanding their numbers, Jackson had determined to deal with them in detail.

A few miles from the camp at Port Republic was a hill honeycombed with caverns, known as the Grottoes of the Shenandoah.  In the heart of the limestone Nature has built herself a palace of many chambers, vast, silent, and magnificent.  But far beyond the beauty of her mysterious halls was the glorious prospect which lay before the eyes of the Confederate sentries.  Glimmering aisles and dark recesses, where no sunbeam lurks nor summer wind whispers, compared but ill with those fruitful valleys, watered by clear brown rivers, and steeped in the glow of a Virginian June.  To the north stood the Massanuttons, with their forests sleeping in the noon-day; and to the right of the Massanuttons, displaying, in that transparent atmosphere, every shade of that royal colour from which it takes its name, the Blue Ridge loomed large against the eastern sky.  Summit after summit, each more delicately pencilled than the last, receded to the horizon, and beneath their feet, still, dark, and unbroken as the primeval wilderness, broad leagues of woodland stretched far away over a lonely land.

No battle-field boasts a fairer setting than Port Republic; but, lover of Nature as he was, the region was attractive to Jackson for reasons of a sterner sort.  It was eminently adapted for the purpose he had at heart.