[Extract from “Grant’s Memoirs,” page 328.]

“....Before starting I had drawn up a plan of campaign for Sheridan, which I had brought with me; but seeing that he was so clear and so positive in his views, and so confident of success, I said nothing about this, and did not take it out of my pocket....”

The interview over, I returned to my army to arrange for its movement toward Newtown, but while busy with these preparations, a report came to me from General Averell which showed that Early was moving with two divisions of infantry toward Martinsburg.  This considerably altered the state of affairs, and I now decided to change my plan and attack at once the two divisions remaining about Winchester and Stephenson’s depot, and later, the two sent to Martinsburg; the disjointed state of the enemy giving me an opportunity to take him in detail, unless the Martinsburg column should be returned by forced marches.

While General Early was in the telegraph office at Martinsburg on the morning of the 18th, he learned of Grant’s visit to me; and anticipating activity by reason of this circumstance, he promptly proceeded to withdraw so as to get the two divisions within supporting distance of Ramseur’s, which lay across the Berryville pike about two miles east of Winchester, between Abraham’s Creek and Red Bud Run, so by the night of the 18th Wharton’s division, under Breckenridge, was at Stephenson’s depot, Rodes near there, and Gordon’s at Bunker Hill.  At daylight of the 19th these positions of the Confederate infantry still obtained, with the cavalry of Lomax, Jackson, and Johnson on the right of Ramseur, while to the left and rear of the enemy’s general line was Fitzhugh Lee, covering from Stephenson’s depot west across the Valley pike to Applepie Ridge.

My army moved at 3 o’clock that morning.  The plan was for Torbert to advance with Merritt’s division of cavalry from Summit Point, carry the crossings of the Opequon at Stevens’s and Lock’s fords, and form a junction near Stephenson’s depot, with Averell, who was to move south from Darksville by the Valley pike.  Meanwhile, Wilson was to strike up the Berryville pike, carry the Berryville crossing of the Opequon, charge through the gorge or canyon on the road west of the stream, and occupy the open ground at the head of this defile.  Wilson’s attack was to be supported by the Sixth and Nineteenth corps, which were ordered to the Berryville crossing, and as the cavalry gained the open ground beyond the gorge, the two infantry corps, under command of General Wright, were expected to press on after and occupy Wilson’s ground, who was then to shift to the south bank of Abraham’s Creek and cover my left; Crook’s two divisions, having to march from Summit Point, were to follow the Sixth and Nineteenth corps to the Opcquon, and should they arrive before the action began, they were to be held in reserve till the proper moment came, and then, as a turning-column, be thrown over toward the Valley pike, south of Winchester.