Four days after Maj. Gen. Franz Sigel's defeat at New Market on May 15th, Maj. Gen. David Hunter replaced him as commander of the Department of West Virginia. Hunter's instructions outlined a campaign toward Lynchburg and Charlottesville, its primary objective the destruction of the Virginia Central Railroad, the James River Canal, and major industrial facilities and resources in the Shenandoah Valley. Lt. Gen. Grant ordered Hunter to march eastward and join the Army of the Potomac after the mission was completed.
On May 26th, Hunter's 8,500-man command initiated the movement. Brig. Gen. William E. "Grumble" Jones surprised Hunter on June 5th at Piedmont, but the he counterattacked , turning the Confederate right flank and killing Jones. Three days later, Brig. Gen. George Crook's command, numbering 10,000 joined Hunter. Personally commited to a campaign of destruction, Hunter entered Staunton, where his men wrecked miles of railroad tracks and the depot, factories, and mills. On the 11th, the Union army entered Lexington, soon engulfing that town in flames. Soldiers looted Washington College and ransacked the Virginia Military Institute before burning the military school and the home of Virginia governor John Letcher. For 3 days, the town and neighboring villages were plundered and burned.
Hunter crossed the Blue Ridge Mountains and reached his major objective, Lynchburg, on the 17th. Manning the Confederate lines was Lt. Gen. Jubal A. Early's II Corps, dispatched by Gen. Robert E. Lee to stop Hunter. Though his troops were numerically superior, Hunter panicked before these seasoned Confederates and retreated the next night. Early pursued and overtook the fleeing Federals at Liberty, inflicting casualties and capturing wagons. Hunter abandoned the valley and retreated into West Virginia. On August 6th, Grant replaced Hunter with Maj. Gen. Philip H. Sheridan.