Location of the Battle: Valley Pike (US11) at Tom's Brook and Jordon Run, I-81, Back Road (rte. 623) at near the Town of Tom's Brook in Shenandoah County.

As General Philip Sheridan’s Union army retired back toward Winchester after having devastating most of the Valley’s agriculture in the central Shenandoah Valley they were followed closely by the Confederate cavalry divisions commanded by Maj. Gen. Thomas Rosser, Maj. Gen. Lunsford Lomax.

These two divisions were composed of approximately 3,500 men. While Sheridan’s infantry continued it mach to the north, the Union Cavalry under Brig. Gen. Alfred Torbert paused to meet the Confederate horsemen. Torbert’s force was composed of Two cavalry divisions under Wesley Merritt and George A. Custer). These two division were much larger than their Confederate opponents being about 6,300 men strong.

The Union troopers were well-armed with repeating carbines, pistols, and sabers. The armament of their Confederate counterparts was a mixed bag. Some units like the Laurel Brigade were fairly well armed but most of the regiments in Lomax’s division were armed only with single shot muzzle-loaders which could not even be reloaded while in the saddle.

Tom's Brook was a battle of strategy and maneuver that pitted cavalry against cavalry. The Confederate cavalry were bent on more revenge already having dealt the Federal horsemen a serious blow along the Back Road on October 7 and 8. Federal cavalry had suffered setbacks at Forestville, Mill Creek, and near Colombia Furnace as they retreated north burning barns and mills along the way.

On 9 October 1864, Sheridan ordered his Torbert to be more aggressive and ordering him to ``whip'' the enemy or get whipped themselves. In the resulting conflict, the US troopers routed the Confederate cavalry, impairing further its morale and efficiency for the remainder of the campaign. The rout was disparaging referred to by Valley residents and victorious Union troopers alike as the ``Woodstock Races.''

Although it was a single battle the actual fighting was divided into two distinct engagements, one near the Valley Pike and the other along the Back Road. The fighting on the Back Road at Spiker's Hill pitted two former West Point roommates against one another--Tom Rosser and George Armstrong Custer. Maj. Gen. Philip H. Sheridan watched the battle unfold, reputedly from the summit of Round Hill.

Description of the Battle

On 8 October 1864, the Confederate Cavalry under overall command of Maj. Gen. Thomas Rosser harried the withdrawing US cavalry on the Valley Pike and the Back Road, fighting a brisk skirmish along Tom's Brook near the Back Road. The gray horsemen were enraged by the destruction of the Valley they had witnessed in the last week and were attempting to arrest further destruction. Rosser had been dispatched to the Valley from Petersburg to replace General Fitz Lee, who had been wounded at the Third Battle of Winchester. Early gave Rosser command of the Southern cavalry and had generally been hailed by the local populace as the ``Savior of the Valley.'' At dark, Rosser halted his division of three brigades (about 2,500 men) on the Back Road in the vicinity of Spiker's Hill and pushed skirmishers beyond Tom's Brook to Mt. Olive. The Middle Road was covered by a force of observation of unknown size. Maj. Gen. Lunsford Lomax's Division of two brigades and a battery of horse artillery (about 1,000 men) bivouacked on both sides of the Valley Pike behind Jordon Run just south of the hamlet of Tom's Brook.

Brig. Gen. Wesley Merritt's US cavalry division (about 3,500 men) encamped at the base of Round Hill. Brig. Gen. George Armstrong Custer's division of two brigades (about 2,500), bivouacked ``behind Tumbling Run'' northeast of Mt. Olive on the Back Road. Upset by Rosser's aggressive tactics of the previous days, Maj. Gen. Philip H. Sheridan ordered Torbert to move at daylight of 9 October and ``whip the rebel cavalry or get whipped himself.''

Torbert planned to bring an overwhelming force against Rosser's division on the Back Road while holding Lomax's division at bay with a reinforced brigade on the Valley Pike. Lomax's main battle line was deployed behind Jordon Run on both sides of the Valley Pike, supported by six guns. His front line was dismounted, while he maintained a strong mounted reserve on the pike.

At dawn, Lowell's brigade (Merritt) advanced to Tom's Brook on the Pike, deployed, and pushed forward ``one-quarter of a mile'' where it found Lomax's main line, dismounted behind Jordon Run. The CONFEDERATE line was supported by six guns placed on either side of the Valley Pike and a strong mounted reserve. While Lowell was engaged, Kidd's brigade rode north along Tom's Brook to connect and cooperate with Custer. Devin's brigade followed but veered off on the Harrisville Road (or overland) and advanced to the vicinity of St. Johns Church, maintaining a connection with the force on the Valley Pike and at the same time extending a skirmish line to connect with the Kidd's brigade on the right.

About the same time that Merritt and Devin were maneuvering in the East, Custer began his assault along the Back Road. Rosser had dismounted most of his troopers just south behind Tom's Brook at the base of Spiker's Hill behind stone fences and rudimentary fieldworks (his brigades from left to right, Munford, Payne, and the Laurel brigade). Rosser's six guns unlimbered along the crest of Spiker's Hill slightly behind a second line of barricades. A mounted reserve was maintained on the ridge; the right was extended toward the Middle Road with mounted skirmishers.

Advancing beyond Mt. Olive, Custer pushed forward three regiments of dismounted skirmishers against the main Confederate position. Three other regiments and Wells' brigade were kept mounted and maneuvered for position behind the skirmish line. A battery of artillery unlimbered on the hill in front of present-day St. Matthews (or Sand Ridge) Church and engaged the Confederate artillery on Spiker's Hill. When Kidd's brigade made contact with Custer's left, Custer extended his right flank along the shoulder of Little North Mountain, supporting the movement with a battery. Kidd deployed over the hill, driving Rosser's skirmishers before him, and unlimbered another battery to enfilade the Confederate position. The Confederate line was gradually forced back into a horseshoe around the front of Spiker's Hill. A regiment of US cavalry (probably of Devin's brigade), moving on the Middle Road from Harrisville arrived on a hill overlooking Sand Ridge Road (intersection of Middle Road) and to the right and rear of Rosser's main force. Reacting to this threat, Rosser ordered a withdrawal. His men raced to mount their horses. At this point, Wells brigade attacked Spiker's Hill up the Back Road, taking few casualties. At the crest, Wells encountered Munford's brigade and a mounted mêlée ensued. Rosser's force retreated, partly down Back Road to Pugh's Run, partly on Sand Ridge and Middle roads toward Woodstock. Custer's and Kidd's troopers pursued. General Sheridan is said to have watched the action from Round Hill, where there was a US signal station during the battle.

While Custer was pressing Rosser’s men along the Back Road, fighting continued along the Valley Pike. Lowell's brigade drove Confederate pickets back to Jordon Run and immediately deployed on both sides of the pike. The 1st Michigan (Kidd's brigade) supported Lowell's right flank, while Devin's brigade moved farther to the right along the Middle Road beyond St. Johns Church. As Devin maneuvered, Lomax counterattacked down the Valley Pike, driving the Reserve brigade back to Tom's Brook. Lowell, in turn, attacked until stopped by artillery. At last, Devin reached a position from which to operate against the flanks of both Lomax and Rosser. He advanced the 9NY Cavalry and other elements against Lomax's left and rear (probably down current rte. 657), making Lomax's position untenable. The Confederates began to retreat up the pike toward Woodstock.

Rear Guard Actions

Rosser retreated, losing at least two of his guns at Spiker's Hill. Munford's brigade attempted a stand behind Pugh's Run on the Back Road, but this position was quickly breached. The Confederate cavalry continued to retreat to Columbia Furnace, losing the rest of its artillery and all of its wagons. At least 150 Confederates were captured during this phase of the retreat.

Lomax retreated up the Valley Pike toward Woodstock, where he was joined by part of Rosser's command. The combined forces attempted a stand behind Pugh's Run but were soon scattered. Union troopers pressed forward, driving the Rebel cavalry through Woodstock and Edinburg and on to Mount Jackson where Early’s infantry held a strong line on a knoll a short distance north of the Confederate hospital complex. Lomax lost five pieces of artillery and his rolling stock during this rout—two pieces at Woodstock, two north of Edinburg, and the fifth beyond Stony Creek. The Union cavalry retired to the vicinity of Woodstock where it bivouacked for the night.

Considering the number of troops involved and the distance covered casualties were light on both sides. The Confederates suffered about 20 men killed, another 50 wounded, and around 280 captured. The Federals 10 men killed and another 47 wounded. This biggest blow to the Confederates was the loss or their artillery, wagons, and their pride.

The focal points of action were Spiker's Hill where the Back Road crosses Tom's Brook, and the area southwest of the village of Tom's Brook along US 11 (Valley Pike) between Tom's Brook and Jordon Run. The network of roads between US 11 and Spiker's Hill played a shaping role in the unfolding Union strategy.

Several vantage points and viewsheds are essential for interpreting the battle: a) view from Round Hill where there was a US signal station at the time of the battle; b) Sand Ridge Church Hill, which allows interpretation from Custer's line and provides a panorama from Round Hill to Little North Mountain; and c) from Spiker's Hill where Rosser concentrated his command. Many historic structures remain in the vicinity, including the Peter Muhlenburg Farm (County Alms House) at Maurertown and the Thornton house which served as a stage stop on the Back Road. A 21-acre parcel of Lomax's position across the Valley Turnpike has been preserved as a county recreation park. The park offers interpretation of the battle.

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