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Commanded by Major General Thomas J. Jackson
Jackson fought the Battle of McDowell on May 8. He was reinforced by Major General Richard Ewell’s Division. He then marched around Massanutton Mountain and surprised Banks by coming down the Luray Valley, overwhelming the union garrison at Front Royal on May 23. Banks was forced to retreat from his position outside Strasburg, was beaten in a sharp fight at Winchester on May 25, and retreated to the Potomac, closely followed by Jackson.
| Ewell’s Division | Major General Richard S. Ewell | |
| Second Brigade | Brigadier General W. C. Scott | |
| Fourth Brigade | Brigadier General Arnold Elzey | |
| Seventh Brigade | Brigadier General Isaac Trimble | |
| Eighth Brigade | Brigadier General Richard Taylor | |
| Cavalry Brigade | Brigadier General George H. Steuart | |
| Artillery | Major R. Snowden Andrews | |
| Jackson’s Division | Major General Thomas J. Jackson | |
| First (Stonewall) Brigade | Brigadier General Charles S. Winder | |
| Second Brigade | Colonel John A. Campbell (w 5/25) Colonel John M. Patton |
|
| Third Brigade | Brigadier General William B. Talliaferro (to 5/23*) Colonel Samuel V. Fulkerson |
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| Cavalry | Colonel Turner Ashby (to B.G. 5/23) | |
| Artillery | Colonel Stapleton Crutchfield |
*General Talliaferro was forced to temporarily give up command on 5/23 due to illness.