The Second Battle of Winchester was fought between June 13 and June 15, 1863 in Frederick County and Winchester, Virginia as part of the Gettysburg Campaign during the American Civil War. As Confederate Lieutenant General Richard S. Ewell moved north through the Shenandoah Valley in the direction of Pennsylvania, his corps defeated the Union Army garrison commanded by Major General Robert H. Milroy, capturing Winchester and numerous Union prisoners. Background After the Battle of Brandy Station on June 9, 1863, Confederate General Robert E. Lee ordered Ewell's 19,000-man Second Corps, Army of Northern Virginia, to clear the lower Shenandoah Valley of Union opposition so that Lee's army could proceed on its invasion of Pennsylvania, shielded by the Blue Ridge Mountains from Union interference. Union General-in-chief Henry Wager Halleck expressed great concerns about the Middle Department's defensive strategy for its primary objective of protecting the Baltimore and Ohio Railroad corridor. Brig. Gen. Benjamin Franklin Kelley, commander of the "railroad division" (Department of Harper's Ferry), had been advised that his plan along with Maj. Gen. Milroy's and Maj. Gen. Robert C. Schenck's (Commander of the Middle Department) was unsound: Opposing forces Ewell's Second Corps, Army of Northern Virginia Lt. Gen. Richard S. Ewell's force of 19,000 consisted of: The division of Maj. Gen. Jubal A. Early, with the brigades of Brig. Gens. Harry T. Hays (Louisiana Tigers), William "Extra Billy" Smith, John B. Gordon, and Isaac E. Avery The division of Maj. Gen. Robert E. Rodes, with the brigades of Brig. Gens. Junius Daniel, George P. Doles, Alfred Iverson, Stephen Dodson Ramseur, and Col. Edward A. O'Neal The division of Maj. Gen. Edward "Allegheny" Johnson, with the brigades of Brig. Gens. George H. Steuart, James A. Walker (Stonewall Brigade), John M. Jones, and Col. Jesse M. Williams (Nicholls' Brigade) The unattached 1st Maryland Battalion The cavalry brigade of Brig. Gen. Albert G. Jenkins Corps Artillery Reserve under Col. J. Thompson Brown 2nd Division, VIII Corps, Middle Department Maj. Gen. Robert H. Milroy's force of 6,900 consisted of three infantry brigades, under Brig. Gen. Washington L. Elliot and Cols. Andrew T. McReynolds and William G. Ely, and two small outposts northwest of town under Col. Joseph W. Keifer. Preliminary maneuvers Army of Northern Virginia (A.N.Va.) movement Ewell's movements were coordinated as part of an overall orchestration of the Army of Northern Virginia into position for crossing the Potomac River toward Pennsylvania by using