Retreat up the Luray Valley.That night General Wickham sent my Brigade, that is the First, Second and Fourth Regiments (he retained the Third Virginia and the Battery) to Front Royal, to picket and guard the approaches from Winchester, so as to cover the Luray Valley road. I moved then, and was ready for the enemy at the three fords, and when they advanced at dawn we gave them a warm reception. My Brigade executed a manoeuvre in tactics, which was a sharp test of the skill of its officers and the gallantry of its magnificent men. They had to pass three defiles from right to rear and left, in the face of a full division, flushed with the victory of the day before, and they did it successfully, with a loss of about ten or twelve men in killed and wounded, after a four hours fight I record it with pride, but give the glory to the privates who obeyed orders and executed them with magnificent spirit, well knowing the odds against them. Had Sheridan shown any enterprise this magnificent body of heroes could have been hurried that night of the battle of Winchester up the Luray Valley pike, and the doom of Early's army was inevitable; indeed, Early's army should never have been allowed to go to Mill Creek the day of that battle. At Front Royal there are three principal crossings or fords. The Shenandoah river runs east and the pike to Winchester cuts it at right angles. The Fourth Virginia was on the left of my line, the Second Virginia in the centre on the main Winchester pike, and the First Virginia on the lower ford on the extre me right. Our line reached about one-half mile, and our line of retreat was from right to left, and up the Luray pike. The loss of the ford held by the Fourth or Second would of course cut the First Virginia or Second Virginia off from that line. The Fourth and Second were instructed, when dismounted, to hold at all hazards until the First could be withdrawn,  then the Second and Fourth would retire. We had fortified as cavalry generally do, but the infantry had ‘fixed’ the fords for their use. At early dawn Wilson's division moved up the Winchester pike and made a dash at the ford, but were repulsed. Fortunately for us, a very heavy fog had settled over the river. One could not see fifty steps ahead, but could hear everything. A second attempt was made to charge and carry this ford, but they were in turn repulsed; indeed, the pickets kept up such a fusilade that Wilson dismounted a considerable force and tried to drive them off. That did not succeed. He then sent to the other fords, hoping to carry them and sweep up the river and come in the rear of the Second, forcing the First. After some sharp skirmishing they fell back up the river on the Second Virginia. They were placed, supported by the reserve of the Second, and when the head of the enemy's column arrived opposite to my men—we could hear their commands, but they could not see us—Captain C. F. Jordan, of the First Virginia, charged with his squadron, backed by Lieutenant R. C. Wilson, of the Second Virginia, with his, and scattered the head of the enemy's column. The reserve of the Second held its position while Capt. John O. Lasslie, of the Second, moved up to relieve the dismounted men of the Third, Capt. Jesse Irvine's squadron. (They had been receiving a concentrated fire from the enemy's main column, who had hoped to hold these men until their people could take them in the rear.) Capt. Lasslie's mounted squadron was accompanied by the led horses of Capt. Irvine's squadron. The enemy's fire was very severe and Capt. Lasslie and two of his men were killed, holding the ford while the dismounted men ran out and mounted. Displaying Irvine's company mounted, we fell back. In the meantime the sun was well up and the fog was fast disappearing; and up and at us moved two columns that had been attacked by Jordan. The Fourth Virginia were being pressed and we moved back and joined them. By this time the fog was gone, and our little handful was in full view of Wilson's division, now crossing in force. Wickham had come up and was waiting at the mouth of the Luray Valley road with Payne's Brigade, the Third Virginia, and Brethead's battery of horse artillery. We fell back up the Luray Valley, skirmishing all the way. Some several weak charges were attempted by the enemy, but without any real advantages to them or loss to us. Wickham moved back to Gorny Run and formed his line, and there remained for the day and night. There were the cavalry ‘in poor condition’ which Sheridan had so guilelessly said ‘he could not get at.’ This trouble  seemed to have followed him until our great disaster at Tom's Brook, where by Rosser's rashness we were entrapped, and lost more in that one fight than we had ever done before, in all of our fights together. (I refer to material, not men.) On page 176, Pond's book, we find the following: ‘The night of the 21st he sent this dispatch (Sheridan to Grant). “Gen. Wilson's cavalry division charged the enemy at Front Royal pike this morning and drove them from Front Royal up the Luray Valley for a distance of six miles. I directed two brigades of the First Cavalry Division, with General Wilson's division, to follow the enemy up the Luray valley and to push them vigorously.” ’ Pond says, page 178:
Unfortunately Torbert did not succeed in driving Wickham's cavalry from its strong defensive position at Millford, and hence the portion of Sheridan's plan which contemplated cutting off the enemy's retreat by seizing the pike at New Market was not carried out. On the 21st Torbert had moved through Front Royal into the Luray Valley with the divisions of Merritt and Wilson, excepting Devins's brigade of Merritt's division, which had been left to guard the rear of the army at Cedar Creek. He found Wickham, with his own and Payne's brigades, posted on the south side of Gorny Run. At 2 A. M. of the 22d Custer's brigade was sent back across the South Fork with orders, says Torbert, to march around the enemy's flank to his rear, as he seemed too strong to attack in front; but Torbert, on moving forward at daylight, found the enemy had retreated to a still stronger position on the south side of Millford creek, with his left on the Shenandoah and his right on a knob of the Blue Ridge, occupying a short and compact line. The banks of the creek seemed to Torbert too precipitous for a direct attack, and “not knowing,” he says, “that the army had made an attack at Fisher's Hill, and thinking that the sacrifice would be too great to attack without that knowledge, I concluded to withdraw to a point opposite McCoy's Ford.” On the 23d Wilson crossed McCoy's Ford, and Merritt went back through Front Royal, where he skirmished with Mosby during the afternoon. “News was received of the victory at Fisher's Hill and directions to make up the Luray Valley.” Both divisions at once moved forward and bivouacked at Millford creek, which the enemy had evacuated.note.—[Sheridan to Grant] September 23d: ‘Its operations [the cavalry] up the Luray Valley, on which I calculated so much, was an entire failure. They were held at Millford by two small brigades  of Fitz. Lee's division, and then fell back towards Front Royal, until after they learned of our success at Fisher's Hill. Had they been able to move the day before across the South Fork through Massanutten Gap, a powerful body of horse would have been in the rear of the enemy upon their line of retreat; but Early was fully alive to this danger and had guarded against it with Wickham's force.’ A powerful body of horse were held by two small brigades whom Sheridan has already said he could not get at, and that they were in a poor condition! On page 190 Pond says: ‘After the cavalry action at Millford on the 22d, Early had sent in haste for a brigade of Wickham's force to join him at New Market, through the Massanutten Gap. Torbert fell upon the other brigade, Payne's, drove it from Millford, compelled it to retreat again near Luray, Custer capturing about seventy prisoners; thence crossing through the Massanutten Gap to New Market, he proceeded up the pike to Harrisonburg, while Powell's cavalry had gone forward to Mount Crawford.’ These are the facts according to my recollection. The morning after General Early's retreat from Fisher's Hill, he sent for a brigade of Wickham's command. When that order came two divisions of the enemy's ‘powerful horse’ were active and demonstrating in our front, hoping to do what Sheridan had suggested and ordered, and which they should and could have done had they been willing to make the costly ‘sacrifice’ to accomplish it. The idea of two divisions, six thousand strong, of magnificently-mounted cavalry, allowing two skeleton brigades and a battery ‘in poor condition’ to hold them for three days, needs no commentary. When our cavalry was in condition, General J. E. B. Stuart carried it wherever General R. E. Lee sent him, and left very few of them behind. The cavalry that Sheridan had should have been able to go from one end of Virginia to the other at will, and would have gone had Hampton had them! I have digressed. Wickham left me in command and went in person to see General Early, across the mountain. In his route he met couriers, and sent them to me to move with my brigade and join him; but Torbert was now very active, and doing his best to move my command. I knew, with his numbers, if he once got us started, I could do nothing, and determined to hold the advantage I now possessed, and replied to Wickham by the same couriers that it would not be safe to General Early; that Early could not know what was in our front, and that I would not move under present pressure; that as long as we could hold this part of the enemy's cavalry, Early was  safe. Torbert, running out his artillery, commenced a furious shelling, which our battery answered with vigor. His men demonstrated heavily in front of Payne, whose men were at the bridge, and they moved up in our front as if they intended to assault my lines. Payne repulsed those in front of him, and our rifles opened from behind stumps, rocks, and rail piles and trees with such a ringing fire, back they all went. This was being kept up so long I began to suspect something, and sent Captain Thomas Whitehead, of Company E, Second Virginia cavalry, to my extreme right with a scout, who soon notified me by courier that a considerable force (he thought a brigade) were making around across the mountain to turn our position. My line had already been stretched to its greatest tension; our led horses had consumed one-fourth of the command. I was in conversation with Major Brethead when this information was brought me; I asked him if he felt safe with his battery, if I moved the squadron in his front, and over whose heads his guns were firing? He smiled and said: ‘If “Billy” (Colonel Payne) can hold that bridge—and it looks like he is going to do it—I'll put a pile of cannister near my guns, and all h—l will never move me from this position. I'll make a horizontal shot turn in full blast for them to come through; you need not be afraid of my guns.’ Just then the enemy repeated their feint again. I withdrew Captain Strother, of the Fourth Virginia, with his squadron, and gave him the buglers of the First, Second and Fourth regiments, and directed him to move his men, dismounted, quickly on the ridge parallel to the ravine in the woods the enemy were working around to get down behind us, this squadron to be deployed at about fifteen paces interval, and the buglers to be in their rear about regimental distance apart, with orders that whenever my headquarters' bugle sounded the advance they were to echo the same notes, one following the other. This little ruse acted just as I hoped. They had hardly gotten to the point before Whitehead's rifles could be heard falling back. When these troops arrived opposite Strother, his rifles opened sharply; I had the bugle for the advance sounded, and it was responded to in turn by the other three. The echo up the crags and cliffs pealed and reverberated; on our sharpshooters moved, and at the second blast from the bugles back started this column. As some of my men were now in their rear and on their flank, back they went in a hurry. Torbert continued to be active until Custer returned, when they withdrew and went back to Front Royal, as has already been described by Pond. Finding that they had withdrawn, I withdrew, leaving Colonel Payne with his brigade. (At that time  Payne was the Colonel of the Fourth Virginia cavalry of my brigade, detailed to command Lomax's old brigade. Later Payne was commissioned Brigadier-General, and for gallant services which had been well won, given that brigade.) I movd back with my brigade to join Wickham, whom I met at the gap at the top of the mountain. It was then too late to get to Early, as his infantry had passed New Market. We could see that he was retiring in line of battle, and Sheridan following him in line. Wickham was much excited, and wanted to know ‘why I had not promptly obeyed his orders.’ He had been momentarily expecting me to join him, and as the enemy were getting too close to New Market for us to gain that place, he was uneasy lest we be caught up on the mountain. Explaining what had occurred, he promptly accepted it as the best that could have been done under the circumstance, especially as the enemy had retired. We countermarched, and moved back down the mountain and turned up towards Luray, having gone a mile or more, when couriers came dashing up, saying the enemy had returned in force and had run over Payne's little command, and that he was being pressed. Fortunately for Payne, he was able to get back beyond the road that passed through the Massanutten Gap, which the enemy was now making for. Their main body pushed over that route, and only a part of it followed us. We halted and had some skirmishing, but no serious engagement. We had been continuously engaged since the battle of Winchester, our wagons had gone up the main Staunton pike with General Early's train, and we were getting very short of ammunition and had been pinched for rations for men and horses; yet our men were cheerful and ready and willing to do all that in them lay. On the 25th we moved up to near Port Republic, where we joined General Early. There we again met the enemy's cavalry, and with them had some sharp skirmishing. General Early was now expecting reinforcements.