On the night of the 31st of May, by a forced march, General Jackson arrived with the head of his column at Strasburg, and learned that General Fremont's advance was in the immediate vicinity. To gain time for the rest of his army to arrive, General Jackson decided to check Fremont's march by an attack in the morning. This movement was assigned to General Ewell, General Jackson personally giving his attention to preserving his immense trains filled with captured stores. The repulse of Fremont's advance was so easy that General Taylor describes it as offering a temptation to go beyond General Jackson's orders and make a serious attack upon Fremont's army, but recognizes the justice of the restraint imposed by the order, "as we could not waste time chasing Fremont," for it was reported that General Shields was at Front Royal with troops of a different character from those of Fremont's army, who had been encountered near Strasburg, id est, the corps "commanded by General O. O. Howard, and called by both sides 'the flying Dutchmen.'" This more formidable command of General Shields therefore required immediate attention.

Leaving Strasburg on the evening of June 1st, always intent to prevent a junction of the two armies of the enemy, Jackson continued his march up the Valley. Fremont followed in pursuit, while Shields moved slowly up the Valley via Luray, for the purpose of reaching New Market in advance of Jackson. On the morning of the 5th Jackson reached Harrisonburg, and, passing beyond that town, turned toward the east in the direction of Port Republic. General Ashby had destroyed all the bridges between Front Royal and Port Republic, to prevent Shields from crossing the Shenandoah to join Fremont. The troops were now permitted to make shorter marches, and were allowed some halts to refresh them after their forced marches and frequent combats. Early on the 6th of June Fremont's reënforced cavalry attacked our cavalry rear-guard under General Ashby. A sharp conflict ensued, which resulted in the repulse of the enemy and the capture of Colonel Percy Wyndham, commanding the brigade, and sixty-three others. General Ashby was in position between Harrisonburg and Port Republic, and, after the cavalry combat just described, there were indications of a more serious attack. Ashby sent a message to Ewell, informing him that cavalry supported by infantry was advancing upon his position. The Fifty-eighth Virginia and the First Maryland Regiments were sent to his support. Ashby led the Fifty-eighth Virginia to attack the enemy, who were under cover of a fence. General Ewell in the mean time had arrived, and, seeing the advantage the enemy had of position, directed Colonel Johnson to move with his regiment so as to approach the flank instead of the front of the enemy, and he was now driven from the field with heavy loss. Our loss was seventeen killed, fifty wounded, and three missing. Here fell the stainless, fearless cavalier, General Turner Ashby, of whom General Jackson in his report thus forcibly speaks:

"As a partisan officer I never knew his superior. His daring was proverbial; his power of endurance almost incredible; his tone of character heroic; and his sagacity almost intuitive in divining the purposes and movements of the enemy."

The main body of General Jackson's command had now reached Port Republic, a village situated in the angle formed by the junction of the North and South Rivers, tributaries of the South Fork of the Shenandoah. Over the North River was a wooden bridge, connecting the town with Harrisonburg. Over the South River there was a ford. Jackson's immediate command was encamped on the high ground north of the village and about a mile from the river. Ewell was some four miles distant, near the road leading from Harrisonburg to Port Republic. General Fremont had arrived with his forces in the vicinity of Harrisonburg, and General Shields was moving up the east side of the Shenandoah, and had reached Conrad's Store. Each was about fifteen miles distant from Jackson's position. To prevent a junction, the bridge over the river, near Shields's position, had been destroyed.

As the advance of General Shields approached on the 8th, the brigades of Taliaferro and Winder were ordered to occupy positions immediately north of the bridge. The enemy's cavalry, accompanied by artillery, then appeared, and, after directing a few shots toward the bridge, crossed South River, and, dashing into the village, planted one of their pieces at the southern entrance of the bridge. Meantime our batteries were placed in position, and, Taliaferro's brigade having approached the bridge, was ordered to dash across, capture the piece, and occupy the town. This was gallantly done, and the enemy's cavalry dispersed and driven back, abandoning another gun. A considerable body of infantry was now seen advancing, when our batteries opened with marked effect, and in a short time the infantry followed the cavalry, falling back three miles. They were pursued about a mile by our batteries on the opposite bank, when they disappeared in a wood.

This attack of Shields had scarcely been repulsed when Ewell became seriously engaged with Fremont, moving on the opposite side of the river. The enemy pushed forward, driving in the pickets, which, by gallant resistance, checked their advance until Ewell had time to select his position on a commanding ridge, with a rivulet and open ground in front, woods on both flanks, and the road to Port Republic intersecting his line. Trimble's brigade was posted on the right, the batteries of Courtney, Lusk, Brockenbrough, and Rains in the center, Stuart's brigade on the left, and Elzey's in rear of the center. Both wings were in the woods. About ten o'clock the enemy posted his artillery opposite our batteries, and a fire was kept up for several hours, with great spirit on both sides. Meantime a brigade of the enemy advanced, under cover, upon General Trimble, who reserved his fire until they reached short range, when he poured forth a deadly volley, under which they fell back; Trimble, supported by two regiments of Elzey's reserve, now advanced, with spirited skirmishing, more than a mile from his original line, driving the opposing force back to its former position. Ewell, finding no attack on his left was designed by the enemy, advanced and drove in their skirmishers, and at night was in position on ground previously occupied by the foe. This engagement has generally been known as the battle of Cross Keys.

As General Shields made no movement to renew the action of the 8th, General Jackson determined to attack him on the 9th. Accordingly, Ewell's forces were moved at an early hour toward Port Republic, and General Trimble was left to hold Fremont in check, or, if hard pressed, to retire across the river and burn the bridge, which subsequently was done, under orders to concentrate against Shields.

Meanwhile the enemy had taken position about two miles from Port Republic, their right on the river-bank, their left on the slope of the mountain which here threw out a spur, between which and the river was a smooth plain of about a thousand yards wide. On an elevated plateau of the mountain was placed a battery of long-range guns to sweep the plain over which our forces must pass to attack. In front of that plateau was a deep gorge, through which flowed a small stream, trending to the southern side of the promontory, so as to leave its northern point in advance of the southern. The mountain-side was covered with dense wood.

Such was the position which Jackson must assail, or lose the opportunity to fight his foe in detail—the object for which his forced marches had been made, and on which his best hopes depended.

General Winder's brigade moved down the river to attack, when the enemy's battery upon the plateau opened, and it was found to rake the plain over which we must approach for a considerable distance in front of Shields's position. Our guns were brought forward, and an attempt made to dislodge the battery of the enemy, but our fire proved unequal to theirs; whereupon General Winder, having been reënforced, attempted by a rapid charge to capture it, but encountered such a heavy fire of artillery and small-arms as to compel his command, composed of his own and another brigade, with a light battery, to fall back in disorder. The enemy advanced steadily, and in such numbers as to drive back our infantry supports and render it necessary to withdraw our guns. Ewell was hurrying his men over the bridge, and there was no fear, if human effort would avail, that he would come too late. But the condition was truly critical. General Taylor describes his chief at that moment thus: "Jackson was on the road, a little in advance of his line, where the fire was hottest, with reins on his horse's neck, seemingly in prayer. Attracted by my approach, he said, in his usual voice, 'Delightful excitement.'" He then briefly gave Taylor instructions to move against the battery on the plateau, and sent a young officer from his staff as a guide. The advance of the enemy was checked by an attack on his flank by two of our regiments, under Colonel Scott; but this was only a temporary relief, for this small command was soon afterward driven back to the woods, with severe loss. Our batteries during the check were all safely withdrawn except one six-pounder gun.