The line ran along the crest of a narrow ridge, commanding an open valley, through which Mill Creek, an insignificant brook, ran parallel to the front.  The further slopes, open and unobstructed except for scattered trees and a few fences, rose gently to a lower ridge, about a mile distant.  The ground held by the Confederates was only partially cleared, and from the Port Republic road in the centre, at a distance of six hundred yards on either flank, were woods of heavy timber, enclosing the valley, and jutting out towards the enemy.  The ridge beyond the valley was also thickly wooded; but here, too, there were open spaces on which batteries might be deployed; and the forest in rear, where Ashby had been killed, standing on higher ground, completely concealed the Federal approach.  The pickets, however, had given ample warning of the coming attack; and when, at 10 A.M., the hostile artillery appeared on the opposite height, it was received with a heavy fire.  “Eight and a half batteries,” says Fremont, “were brought into action within thirty minutes.”  Against this long array of guns the Confederates massed only five batteries; but these commanded the open ground, and were all in action from the first.

Ewell had with him no more than three brigades.  The Louisiana regiments had bivouacked near Port Republic, and were not yet up.  The whole strength of the troops which held the ridge was no more than 6000 infantry, and perhaps 500 cavalry.  Fremont had at least 10,000 infantry, twelve batteries, and 2000 cavalry.

It was then against overwhelming numbers that Ewell was asked to hold his ground, and the remainder of the army was four miles in rear.  Jackson himself was still absent from the field.  The arrangements for carrying out his ambitious plans had met with an unexpected hitch.  In the Luray Valley, from Conrad’s Store northwards, the space between the Blue Ridge and the Shenandoah was covered for the most part with dense forest, and through this forest ran the road.  Moving beneath the spreading foliage of oak and hickory, Shields’ advanced brigade was concealed from the observation of the Confederate cavalry; and the signallers on the mountain, endangered by Fremont’s movement, had been withdrawn.

North of Port Republic, between the foot-hills of the Blue Ridge and the Shenandoah, lies a level tract of arable and meadow, nearly a mile wide, and extending for nearly three miles in a northerly direction.  On the plain were the Confederate pickets, furnished by three companies of Ashby’s regiment, with their patrols on the roads towards Conrad’s Store; and there seemed little chance that Shields would be able to reach the fords over the South River, much less the Port Republic bridge, without long notice being given of his approach.  The cavalry, however, as had been already proved, were not entirely to be depended on.  Jackson, whose headquarters were within the village, had already mounted his horse to ride forward to Cross Keys, when there was a distant fire, a sudden commotion in the streets, and a breathless messenger from the outposts reported that not only had the squadrons on picket been surprised and scattered, but that the enemy was already fording the South River.