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Skirmish at Hupp's Hill

After a string of victories and then two weeks of burning farms and taking supplies, US Gen. Philip Sheridan pulled his 32,000-man army back north to the area along Cedar Creek, making Belle Grove Plantation his headquarters. Most of Sheridan's soldiers were confident that the Confederates posed no further threat in the Valley. But with new reinforcements making his army about 14,000 men strong, Early cautiously followed the Federal army north. On October 13, 1864, at Hupp's Hill near Strasburg, he found an opportunity.

Outnumbered Confederates Strike

Around 10 a.m. on October 13, 1864, Early led his army to Hupp’s Hill, an eminence about one mile north of Strasburg, Virginia, to make a reconnaissance of Sheridan’s army. Keeping his troops hidden, Early and his staff reached the crest of the hill and observed the Federal position on the other side of Cedar Creek. Not present was the US 6th Corps, which just that morning had started towards Front Royal, on its way to the action at Petersburg. 

“Without displaying any of my force except a small body of cavalry,” Early would write later, he focused particularly on Colonel Joseph Thoburn’s 1st Division of Gen. George Crook’s 8th Corps. Then, much to Crook’s surprise, “a battery of artillery was run out suddenly and opened on this division, scattering it in great confusion.” 

Over in Thoburn’s camps, as one officer in the 34th Massachusetts Infantry recalled, the men

“were deeply engaged in a game of cards... the bugles had just sounded the call to dinner. Boom! Boom! Suddenly broke upon our ears... we got to our feet and looked to see what it all meant...  The Rebels were popping away at us from a hill on the other side of the creek… The assembly was sounded at once...  Orders came to us to move out, and ascertain the strength of the enemy.” 

The Federals didn’t believe it was much more than a single artillery battery, perhaps with some cavalry in support. Little did they know that Early’s entire army was there. 

After crossing Cedar Creek, Thoburn’s two brigades – Colonel George Wells’s 1st Brigade and Colonel Thomas Harris’s 3rd Brigade – formed a battle line and pressed forward. But as one member of Harris’s Brigade remembered it,

“... a belt of woods was struck by the center of the battle line which forced the column to separate, Wells verging to the left, Harris to the right of the obstruction, to reunite when it was passed.” 

Harris led his men around the right of the wooded ridge, marching up the northeastern slope of Hupp’s Hill, while Wells veered off to the left, advancing up the southeastern slope of the hill. “Our route up from the lowland led us through some thick underbrush,” an officer in the 34th Massachusetts wrote later, “coming out of which, about one hundred yards in front, and at short rifle range from the enemy, was a low stonewall. We hurried our pace to get the protection of the wall...” 

During Thoburn’s advance, Early had called on Generals John B. Gordon and Joseph Kershaw to bring their troops forward. Gordon took his division to face Harris, while James Conner’s brigade, part of Kershaw’s division, moved against Wells. When Thoburn, who was with Harris, saw that they would be heavily outnumbered, he ordered Harris to withdraw back down Hupp’s Hill. He then sent Lieutenant Ballard, one of his staff officers, to advise Wells of what Harris was doing. But “Lieutenant Ballard, in trying to reach our (Wells’s) brigade to order us back after the 3rd brigade had retired, had his horse shot, and thus the order did not reach us before the enemy struck...” 

In the meantime, Conner prepared his South Carolinians for the fight. “Boys, when they come, aim low and give them one good steady fire.” Colonel Wells was surprised to see a Confederate line of battle coming towards him. The Federal soldiers, who had reached the stonewall, held their position and opened fire. Conner was one of the first one hit, his left knee shattered by a Yankee bullet (it would later require amputation), but his men continued forward, the 20th South Carolina threatening the Union right flank, the 3rd South Carolina curling around the Federal left.  

The 34th Massachusetts, holding the right of the line, refused their right – meaning they pulled back part of their regiment at a 90 degree angle - and was able to hold off the Confederate threat at that end. But the left of the Federal line began to give way, eventually forcing Wells’s entire line to collapse. Colonel Wells was “struck by a rifle ball, nearly in the center of his body... He was mounted at the time, and engaged in directing the movements of the brigade...” one officer recalled. He “... was immediately surrounded by his officers, and urged to remount his horse and be taken to the rear... ‘It is of no use, gentlemen, I cannot live. Let me lie here.’” 

By this time, Wells’s brigade had retired down the hill. Staff officer Lieutenant Cobb related that they placed Wells “... in a blanket...” and “... carried him back to the hill from which the rebel batteries were still playing upon our retreating comrades... Here we were met by General Early...” Cobb continued. “... the General ordered up an ambulance, into which we placed the Colonel just as he breathed his last.” 

Confederate losses at Hupp’s Hill were about 180 killed and wounded, while the Federals suffered nearly 210, including over 75 men captured. Although a Confederate victory, Early’s decision to bring on an engagement was probably a mistake. As Phil Sheridan explained later: “The day’s events pointing to a probability that the enemy intended to resume the offensive; to anticipate such a contingency I ordered the 6th Corps to return from its march.” Those nearly 9,000 veterans would make an enormous difference in the Battle of Cedar Creek less than a week later. 

Part of a series of articles titled Philip Sheridan's Valley Campaign, 1864 .

Cedar Creek & Belle Grove National Historical Park

Last updated: January 30, 2023