I entered Staunton the morning of March 2, and finding that Early had gone to Waynesboro’ with his infantry and Rosser, the question at once arose whether I should continue my march to Lynchburg direct, leaving my adversary in my rear, or turn east and open the way through Rockfish Gap to the Virginia Central railroad and James River canal.  I felt confident of the success of the latter plan, for I knew that Early numbered there not more than two thousand men; so, influenced by this, and somewhat also by the fact that Early had left word in Staunton that he would fight at Waynesboro’, I directed Merritt to move toward that place with Custer, to be closely followed by Devin, who was to detach one brigade to destroy supplies at Swoope’s depot.  The by-roads were miry beyond description, rain having fallen almost incessantly since we left Winchester, but notwithstanding the down-pour the column pushed on, men and horses growing almost unrecognizable from the mud covering them from head to foot.

General Early was true to the promise made his friends in Staunton, for when Custer neared Waynesboro’ he found, occupying a line of breastworks on a ridge west of the town, two brigades of infantry, with eleven pieces of artillery and Rosser’s cavalry.  Custer, when developing the position of the Confederates, discovered that their left was somewhat exposed instead of resting on South River; he therefore made his dispositions for attack, sending around that flank the dismounted regiments from Pennington’s brigade, while he himself, with two brigades, partly mounted and partly dismounted, assaulted along the whole line of breastworks.  Pennington’s flanking movement stampeded the enemy in short order, thus enabling Custer to carry the front with little resistance, and as he did so the Eighth New York and First Connecticut, in a charge in column, broke through the opening made by Custer, and continued on through the town of Waynesboro’, never stopping till they crossed South River.  There, finding themselves immediately in the enemy’s rear, they promptly formed as foragers and held the east bank of the stream till all the Confederates surrendered except Rosser, who succeeded in making his way back to the valley, and Generals Early, Wharton, Long, and Lilley, who, with fifteen or twenty men, escaped across the Blue Ridge.  I followed up the victory immediately by despatching Capehart through Rock-fish Gap, with orders to encamp on the east side of the Blue Ridge.  By reason of this move all the enemy’s stores and transportation fell into our hands, while we captured on the field seventeen battle flags, sixteen hundred officers and men, and eleven pieces of artillery.  This decisive victory closed hostilities in the Shenandoah Valley.  The prisoners and artillery were sent back to Winchester next morning, under a guard of 1,500 men, commanded by Colonel J. H. Thompson, of the First New Hampshire.