Winder had with him four regiments, about 1200 strong, and two batteries.  In rear came Taylor with his Louisianians; and Jackson, leaving Major Dabney to superintend the passage of the river, rode with the leading brigade.  The enemy’s pickets were encountered about a mile and a half down the river, beyond a strip of woods, on either side of the Luray road.  They were quickly driven in, and the Federal position became revealed.  From the foot-hills of the Blue Ridge, clothed to their crests with under-growth and timber, the plain, over a mile in breadth, extended to the Shenandoah.  The ground was terraced; the upper level, immediately beneath the mountain, was densely wooded, and fifty or sixty feet above the open fields round the Lewis House.  Here was the hostile front.  The Federal force was composed of two brigades of infantry and sixteen guns, not more than 4000 all told, for Shields, with the remainder of the division, was still far in rear.  The right rested on the river; the left on a ravine of the upper level, through which a shallow stream flowed down from the heights above.  On the northern shoulder of this ravine was established a battery of seven guns, sweeping every yard of the ground beneath, and a country road, which led directly to the Shenandoah, running between stiff banks and strongly fenced, was lined with riflemen.  Part of the artillery was on the plain, near the Lewis House, with a section near the river; on the hillside, beyond the seven guns, two regiments were concealed within the forest, and in rear of the battery was a third.  The position was strong, and the men who held it were of different calibre from Blenker’s Germans, and the leaders of stauncher stuff than Fremont.  Six of the seven battalions had fought at Kernstown.  Tyler, who on that day had seen the Confederates retreat before him, was in command; and neither general nor soldiers had reason to dread the name of Stonewall Jackson.  In the sturdy battalions of Ohio and West Virginia the Stonewall Brigade were face to face with foemen worthy of their steel; and when Jackson, anxious to get back to Fremont, ordered Winder to attack, he set him a formidable task.

It was first necessary to dislodge the hostile guns.  Winder’s two batteries were insufficient for the work, and two of his four regiments were ordered into the woods on the terrace, in order to outflank the battery beyond the stream.  This detachment, moving with difficulty through the thickets, found a stronger force of infantry within the forest; the guns opened with grape at a range of one hundred yards, and the Confederates, threatened on either flank, fell back in some confusion.