him. Breckinridge dismounted the 22nd Virginia Cavalry regiment to Custer's front while his infantry covertly retreated through a woods. Arriving at Stephenson's Depot, Breckinridge found Averell pushing back Smith's Cavalry Brigade. Breckinridge deployed and drove Averell about north of the depot. Averell countered with his artillery, but was content with an artillery duel while sending scouts to search for Merritt's cavalry. During this time, Patton's Brigade withdrew from Charlestown Road and rejoined Breckinridge's Division. Patton deployed in the woods near the railroad line, and covered the Confederate retreat up the line toward Winchester. With Patton gone, only Smith's dismounted cavalry and a few cannons remained to cover Stephenson's Depot. A captain from Rodes Infantry Division noted in his diary that "after the withdrawal of Breckinridge's Division, the disasters began". Around 1:00pm, Wilson's cavalry division probed Lomax's Confederate cavalry at Early's right flank south of Abrams Creek along the Senseny Road. Early responded by moving Wickham's Cavalry Brigade, commanded by Colonel Thomas T. Munford, from the north side of Red Bud Run to south of Abrams Creek. A two-gun battery commanded by Captain John Shoemaker, and a cavalry brigade commanded by Lieutenant Colonel William Thompson, were also shifted to Early's right. To strengthen his left, Early put Lee in charge of all cavalry north of Red Bud Run. He also ordered Breckinridge to detach Patton's Brigade to assist Lee, and Lee brought most of a cavalry brigade commanded by Colonel William Payne with a four-gun battery of horse artillery to the Martinsburg Pike. Lee moved his men to a pine forest on Rutherford's Farm near the pike. Torbert continues south At 1:30pm, Torbert ordered Merritt's Division to advance. Devin's Brigade crossed the Opequon around 2:00pm and proceeded on the road toward Stephenson's Depot. Further to the right, Custer's Brigade, which was deceived by Breckinridge and Wharton, moved cross-country toward Stephenson's Depot. Lowell's Brigade also moved cross-country, between Devin and Custer. Devin confronted part of Ferguson's Cavalry Brigade on Charlestown Road about from the Martinsburg Pike, and his two lead regiments chased Ferguson across the road's bridge over the railroad line. This blocked the withdrawal of Patton's Brigade from Stephenson's Depot, but Patton drove Devin off the road and continued south along the rail line. While Devin's Brigade was reorganizing, two of Smith's three regiments at the depot attacked and sent Devin into a short retreat. Devin counter-attacked, and soon Smith's Brigade