"All combination between the Federal columns, except by long and devious routes, had now been rendered impracticable; and there was little fear that in any operations down the Valley his own communications would be endangered. The McDowell expedition had neutralized, for the time being, Fremont's 20,000 men; and Banks was now isolated, exposed to the combined attack of Jackson, Ewell and Edward Johnson."

Ewell in the meantime had left his post near Gordonsville and had moved into Swift Run Gap in order to go to Jackson if necessary. After the Battle of McDowell, Jackson returned to the Valley. Lee ordered him to make a movement against Banks as speedily as possible, to drive him towards Washington and appear ready to attack the Union capital. Thus he hoped to see some of the Northerners leave the vicinity of Richmond and return to defend their capital.

Jackson entered the Valley at Mount Solon and pushed northward at once. Banks erected earthworks at Strasburg and considered himself well entrenched against the enemy. Ewell, with his Confederates, left Swift Run Gap and moved to Luray. Jackson moved north to New Market. The Confederates now organized into two divisions, Jackson's and Ewell's, numbering about 17,000 men. The troops under Jackson instead of continuing northward in their march turned east and crossed the Massanutten Mountain and headed north. On May 22nd the advanced guard camped within ten miles of Front Royal. This town was "held by a strong detachment of Banks' small army."

"Since they had left Mount Solon and Elk Run Valley on May 19th the troops in four days had made just sixty miles. Such celerity of movement was unfamiliar to both Banks and Stanton, and on the night of the 22nd neither the Secretary nor the General had the faintest suspicion that the enemy had as yet passed Harrisonburg.... There was serenity at Washington.... The Secretary, ... saw no reason for alarm. His strategical combinations were apparently working without a hitch.... Milroy's defeat was considered no more than an incident of 'la petite guerre'. Washington seemed so perfectly secure that the recruiting offices had been closed, and the President and Secretary, anticipating the immediate fall of Richmond, left for Fredericksburg the next day. McDowell was to march on the 26th, and the departure of his fine army was to be preceded by a grand review....

"So on this night of May 22nd the President and his people were without fear of what the morrow might bring forth. The end of the rebellion seemed near at hand. Washington was full of the anticipated triumph. The crowds passed to and fro exchanging congratulations on the success of the Northern arms and the approaching downfall of the slaveholders.... Little dreamt the light-hearted multitude that, in the silent woods of the Luray Valley, a Confederate army lay asleep beneath the stars. Little dreamt Lincoln, or Banks, or Stanton, that not more than seventy miles from Washington, and less than thirty from Strasburg, the most daring of the enemies, waiting for the dawn to rise above the mountains was pouring out his soul in prayer."

Banks' 10,000 men were distributed in this manner: at Strasburg the largest contingent, at Winchester a small group of infantry and cavalry, with two companies of infantry at Newtown, midway between Strasburg and Front Royal. At Rectortown, nineteen miles east of Front Royal was General Geary with 2,000 infantry and cavalry independent of Banks. Front Royal was held by Colonel Kenly of the First Maryland Regiment, U. S. A. On the morning of May 23rd the Confederates struck Kenly's small force. Every line of communication and reinforcement had been severed during the previous night and "within an hour after his pickets were surprised Kenly was completely isolated."

Banks moved north from Strasburg towards Winchester before Jackson could scatter his troops along the route and cut off his retreat. Encounters took place at Newtown and Middletown and Kernstown during the early morning of May 24th. The battle of Winchester occurred the following day. Particularly hard fighting was done by both sides, but the surprise movements of Jackson during the past few days, the partial demoralization of the Union forces and the keen fighting of the Confederate divisions drove Banks' army from Winchester and on to Martinsburg.

Lee sent instructions to Jackson to threaten an invasion of Maryland and an attack upon Washington at this excellent time. So on the 28th the Stonewall Brigade set out towards Harper's Ferry and at Charlestown they met a Federal force, routing them within twenty minutes. Ewell came up to support the Brigade and on the 29th the army of the Valley was encamped near Halltown. The greater part of the Federals crossed the Potomac River at Harper's Ferry. Jackson, however, learned that the Union soldiers were advancing to cut off his retreat; Shields' division was approaching Manassas Gap and Fremont had left Franklin and was about ten miles from Moorefield. Jackson felt that Lee's orders had been carried out and decided to retreat along the Valley Pike. The Southerners turned southward towards Winchester. En route Jackson found out that the small force left at Front Royal had been driven back and that Shields occupied the town. The Valley army was ordered to Strasburg, the First Brigade was called back from Charlestown, the prisoners and supplies were picked up at Winchester and moved southward. "From the morning of May 19 to the night of June 1, a period of fourteen days, the Army of the Valley had marched one hundred and seventy miles, had routed a force of 12,500 men, had threatened the North with invasions, had drawn off McDowell from Fredericksburg, had seized the hospitals and supply depots at Front Royal, Winchester, and Martinsburg, and finally, although surrounded on three sides by 60,000 men, had brought off a huge convoy without losing a single wagon."

When the Federals learned that Jackson had moved south Shields was sent towards Luray from Front Royal. Fremont moved towards Woodstock. The Federal cavalry reached Luray on June 2nd and found that the enemy had already been there and burned the bridges, thus cutting off their approach to New Market. A part of the Confederates were repulsed on June 2nd between Strasburg and Woodstock and the skirmishing continued the next day with the Confederates retreating to Mount Jackson and burning the bridges over the North Fork of the Shenandoah River. The Union troops tried to construct their pontoons across the stream but a driving rain and high waters prevented their doing so. This failure gave the rebels a day's respite.

Jackson with his force passed from Harrisonburg over to Cross Keys and there bivouacked. The Northern generals looked upon this move as a retreat.