To reach his position on the left of Getty in retreat, Emory had to gain ground to the westward, to descend the hill from Belle Grove, to cross Meadow Brook, and climbing the opposite slope to face about and re-form his line in good order on the crest of Red Hill. Here, before Dr. Shipley's house, nearly across the ground where the men of Wheaton and of Getty had slept the night before, for the best part of an hour Emory stood at bay. Kershaw followed over the Belle Grove Hill, across Meadow Brook, up the slope of Red Hill, and formed line facing north; but then, seeing the fighting part of Emory's infantry before him and the formidable array of Merritt's cavalry in close support, he refrained from renewing the attack until Early could send Gordon to his aid. Thus the bold stand at Red Hill gave the time the situation craved, and while Kershaw waited, Emory, following his orders from Wright, crossed over to the cemetery (7) and placed himself on the west of Getty. Thomas rejoined McMillan. Torbert meanwhile had moved over with Merritt to the left flank. Thus around the cemetery, about half-past seven, the unshaken strength of the Army of the Shenandoah was gathered, every eye looking once more toward the south.

While awaiting the general attack for which Early was plainly preparing, Wright deployed his lines, according to the ground, from the south wall of the cemetery overlooking Meadow Brook on the left, in a rough echelon of divisions to Marsh Brook on the right, in order of Grant, Keifer, Wheaton, Grover, McMillan. Between the arms of Marsh Brook, in front and behind the Old Forge road, on open ground nearly as high as Getty's, Emory formed his corps in echelon of brigades. Here, not doubting that the decisive combat of the day was to be fought, Emory began fortifying his front with the help of loose rails and stones.

To protect himself against the menacing movement of the cavalry on his right in front of Middletown, Early posted Ramseur with two batteries directly across the valley road, and when he saw Getty's stand near the cemetery, he brought Wharton directly down the road and sent him to the attack, but this Getty easily threw off and drove back Wharton in such confusion that before renewing the attempt Early waited to complete a new line of battle almost perpendicular to his first and therefore to the road. From the right at Middletown to the left at Red Hill the new line was formed by Pegram, Ramseur, Kershaw, and Gordon, with Wharton behind Pegram. On the right of this line also Early massed the forty guns of his artillery augmented by some of the twenty-four pieces taken from the Union army.

And now the increasing heat of the sun dissolved the fog, and revealed to the combatants the true situation of affairs. To Early the position of the Union army, its salient, as it were, lying directly before him where he stood, seemed so strong that he hesitated to hazard another attack until the concentrated fire of his artillery should have produced an impression, while to Wright, not only was the menace of Early's artillery very obvious, but the weakness of his own left flank, broken by Meadow Brook and adhering lightly to the valley road, was still present.

The force of Early's first onset was spent; his one chance of seizing and holding the valley road in the rear of the Union army had slipped away, while his cavalry had utterly failed to accomplish any part of the task confided to it. Time and strength had both been lost to the Confederates by the uncontrollable plunder of the camps and the sutlers' stores.

The Old Forge road is but a country lane that crosses the field from the north end of Middletown. It afforded no position, its chief value being as uniting the wings of the army, and Wright's object in taking up this line was simply to gain time to develop a better fighting line still farther to the rear. Now, seeing that Getty had accomplished his purpose in holding on at the cemetery, Wright ordered him to move slowly, in line of battle, toward the north, guiding on the valley road, with Merritt's cavalry beyond it following and covering the operation, while Emory, taking up the movement in his turn, was to look to Wheaton for his guide. Wright's order found Emory's men in the act of completing their hasty defences, while Emory was moving about among them strongly declaring his purpose not to go back another inch.

Getty began by withdrawing Grant, and when Grant had passed for some distance beyond the left of Keifer, his right in retreat, Keifer followed, while on his left, in retreat, Wheaton, and on Wheaton's left Emory marched, as nearly as may be, shoulder to shoulder in a solid line. Thus Keifer formed the centre of the retreating line of battle, with Ball on his right and Emerson on his left. Having to pass over rough ground and among trees, the line was broken to the reversed front by the right of regiments, the head of each guiding on its right-hand neighbor. Thus it happened (8) that in passing through a thick wood, Keifer's division was split in two, his brigades losing sight of one another, so that on coming once more into the open field, Ball found himself alone with no other troops in sight on either hand; but soon hearing the sound of Getty's guns over the right shoulder, he faced about and marched back to a stone wall upon a lane, where he found Getty already in position. Emerson, however, moving more quickly through the wood, because the ground was easier, continued his march toward the north, continually bearing to the right as he went, in order to regain the lost touch with Ball, while on the left Wheaton and Emory, knowing nothing of the break, naturally and gradually conformed to the movement of Emerson. Finally, when the left of the line once more entered the woods, Emerson, gradually changing the direction toward the right, drifted Wheaton away from Emory, and when this was perceived by the commanders, each began to look for his neighbor. It is also probable that when the separation took place the interval was gradually widened by Emory's movement with his right resting on a road that, while apparently following the true line of direction, really carried him every moment a little farther toward the left. However that may be, when almost at the same instant Wheaton and Emory halted and faced about, they found themselves about eight hundred yards apart, a thousand yards behind the line that Getty had just taken up, on the westward prolongation of which Keifer had joined him with the brigade of Ball.

The affair had now lasted five hours; the retreat was at an end; a tactical accident had carried it half a mile farther than was intended; as it was, from the extreme front of Emory at daybreak to his extreme rear at eleven o'clock, the measured distance was but four miles. Every step of the way had been traversed under orders—under orders that had carried the Nineteenth Corps three times across the field of battle, so that its march, from Belle Grove to the Old Forge road, might be represented by the letter N.

When Early saw the Union line retreating, he moved forward to the cross-road beyond the cemetery, and posted his troops behind the stone walls. Wharton extended the line on the east side of the turnpike, with three batteries massed between him and the road. Pegram covered the turnpike, his left resting on Meadow Brook, and beyond it Ramseur, Kershaw, and Gordon carried the line to the east bank of Middle Marsh Brook. Early had now two courses open to him: one was to extricate his army from its position, with its enemy directly in front and Cedar Creek in rear, before the Union commander could take the initiative; the other was to attack vigorously with all his force before the Union infantry should be able to complete the new line of battle now plainly in the act of formation. In either case, although he could easily see than on both flanks the line of his infantry far overlapped that of his antagonist, Early must have perceived that he had to reckon with the whole mass of the Union cavalry, unshaken and as yet untouched. Moreover, his men had already done a long and hard day's work after a short night.

Depleted as were the ranks of the Union infantry by the heavy battle losses of the early morning, and the still heavier losses by the misconduct of the stragglers of all the corps except the cavalry, it was not to be doubted that the men who stood by the colors on the Old Forge road meant to abide to the end. As all old soldiers know, the fighting line, granting that enough remain to make a fighting line, is never so strong as the moment after the first shock of battle has shaken out the men that always straggle on the march and skulk on the field. When, therefore, the first compact line faced about, it was with determination and with hope; yet scarcely had the fires of resolution been relit and begun to kindle to a glow than they were suddenly extinguished and all was plunged in gloom by the unlooked-for order to retreat. Upon the whole army a lethargy fell, and though every man expected and stood ready to do his duty, it was with a certain listlessness amounting almost to indifference that he waited for what was to come next. In the sensations of most, hunger was perhaps uppermost, and while some munched the bread and meat from their haversacks and other waited to make coffee, many threw themselves upon the ground where they stood and fell asleep.