Grant’s orders were for me to destroy the Virginia Central railroad and the James River canal, capture Lynchburg if practicable, and then join General Sherman in North Carolina wherever he might be found, or return to Winchester, but as to joining Sherman I was to be governed by the state of affairs after the projected capture of Lynchburg.  The weather was cold, the valley and surrounding mountains being still covered with snow; but this was fast disappearing, however, under the heavy rain that was coming down as the column moved along up the Valley pike at a steady gait that took us to Woodstock the first day.  The second day we crossed the North Fork of the Shenandoah on our pontoon-bridge, and by night-fall reached Lacy’s Springs, having seen nothing of the enemy as yet but a few partisans who hung on our flanks in the afternoon.

March 1 we encountered General Rosser at Mt.  Crawford, he having been able to call together only some five or six hundred of his troops, our unsuspected march becoming known to Early only the day before.  Rosser attempted to delay us here, trying to burn the bridges over the Middle Fork of the Shenandoah, but two regiments from Colonel Capehart’s brigade swam the stream and drove Rosser to Kline’s Mills, taking thirty prisoners and twenty ambulances and wagons.

Meanwhile General Early was busy at Staunton, but not knowing my objective point, he had ordered the return of Echol’s brigade from southwestern Virginia for the protection of Lynchburg, directed Lomax’s cavalry to concentrate at Pond Gap for the purpose of harassing me if I moved toward Lynchburg, and at the same time marched Wharton’s two brigades of infantry, Nelson’s artillery, and Rosser’s cavalry to Waynesboro’, whither he went also to remain till the object of my movement was ascertained.

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.