Realizing that the northern part of the valley would be difficult if not impossible to defend, General Jackson reluctantly withdrew from Winchester and moved his army to the more strategic towns further up the valley. Federal General Nathaniel Banks then marched into the lower valley with his army of 38,000 men.

General Joseph E. Johnston had given Jackson orders to keep the Federal armies busy and to prevent reinforcement of General McClellan's peninsula campaign to capture Richmond. Jackson was also given council not to expose his forces to the danger of a defeat. But General Jackson had bolder plans. He would aggressively go on the offensive, attack and defeat the Federal invaders.

As General Jackson and his cavalry chief Turner Ashby rode past the historic Shenandoah Court house through the town of Woodstock, no one knew what the future would bring. But one thing Jackson did know, it was he who would decide the fate of the valley, not General Banks.