just as Crook’s command emerged from the morass of Red Bud Run, and swept around Gordon, toward the right of Breckenridge, who, with two of Wharton’s brigades, was holding a line at right angles with the Valley pike for the protection of the Confederate rear.  Early had ordered these two brigades back from Stephenson’s depot in the morning, purposing to protect with them his right flank and line of retreat, but while they were en route to this end, he was obliged to recall them to his left to meet Crook’s attack.

To confront Torbert, Patton’s brigade of infantry and some of Fitzhugh Lee’s cavalry had been left back by Breckenridge, but, with Averell on the west side of the Valley pike and Merritt on the east, Torbert began to drive this opposing force toward Winchester the moment he struck it near Stephenson’s depot, keeping it on the go till it reached the position held by Breckenridge, where it endeavored to make a stand.

The ground which Breckenridge was holding was open, and offered an opportunity such as seldom had been presented during the war for a, mounted attack, and Torbert was not slow to take advantage of it.  The instant Merritt’s division could be formed for the charge, it went at Breckenridge’s infantry and Fitzhugh Lee’s cavalry with such momentum as to break the Confederate left, just as Averell was passing around it.  Merritt’s brigades, led by Custer, Lowell, and Devin, met from the start with pronounced success, and with sabre or pistol in hand literally rode down a battery of five guns and took about 1,200 prisoners.  Almost simultaneously with this cavalry charge, Crook struck Breckenridge’s right and Gordon’s left, forcing these divisions to give way, and as they retired, Wright, in a vigorous attack, quickly broke Rodes up and pressed Ramseur so hard that the whole Confederate army fell back, contracting its lines within some breastworks which had been thrown up at a former period of the war, immediately in front of Winchester.

Here Early tried hard to stem the tide, but soon Torbert’s cavalry began passing around his left flank, and as Crook, Emory, and Wright attacked in front, panic took possession of the enemy, his troops, now fugitives and stragglers, seeking escape into and through Winchester.

When this second break occurred, the Sixth and Nineteenth corps were moved over toward the Millwood pike to help Wilson on the left, but the day was so far spent that they could render him no assistance, and Ramseur’s division, which had maintained some organization, was in such tolerable shape as to check him.  Meanwhile Torbert passed around to the west of Winchester to join Wilson, but was unable to do so till after dark.  Crook’s command pursued the enemy through the town to Mill Greek, I going along.