Sheridan, after his victory at Fisher's Hill, pursues Early's Confederate army up the Shenandoah Valley to near Staunton.

He begins withdrawing on October 6, as his cavalry burns everything that can be deemed of military significance, including barns and mills.

Reinforced by Major General Joseph B. Kershaw's division, Early follows.

Major General Thomas L. Rosser arrives from Petersburg to take command of Major General Fitzhugh Lee's Confederate cavalry division and harasses the retreating Federals.

On October 9, Brigadier General Alfred Torbert's Union troopers turn on their pursuers, routing the divisions of Rosser and Lunsford L. Lomax at Tom's Brook.

With this victory, the Union cavalry attains overwhelming superiority in the Valley.