On February 27th, 10,000 cavalrymen under Maj. Gen. Philip H. Sheridan left Winchester, Virginia and advanced southward through the Shenandoah Valley toward Staunton and Lynchburg. Gen.-in-Chief Ulysses S. Grant had ordered Sheridan to wreck Confederate railroads and canals near the latter town before turning east to join other Union commands. Near Staunton stood the only barrier to Sheridan's progress: Lt. Gen. Jubal A. Early's 1,800-man army, the pitiful remnant of a once proud force that Sheridan had virtually annihilated the previous September and October at Winchester (Third), Fisher's Hill, and Cedar Creek.
During the first days of the march, the Federals confinscated Confederate supplies, secured some bridges above Staunton, burned others, and bested Early's cavalry. On March 1st, the Federals occupied Staunton, forcing Early to relocate to Waynesborough, about as dozen miles to the east. There, at the foot of Rockfish Gap, a strategic defile through the Blue Ridge Mountains, Early attempted to make a stand with 2 infantry brigades and an artillery battalion.
On the rainy morning of the 2nd, Sheridan's advance, under Maj. Gen. George A. Custer, probed the Confedereate line and found a wide gap between its left flank and the South River. About 3:30 P.M., 3 of Custer's dismounted regiments, having slipped into position under cover of woods, struck Early's left, while Sheridan's cannon and the rest of his command battered Early's center and right. The result was a headlong stampede by the confederates. Sheridan captured 1,600 troops, 12 cannon, and 200 supply wagons. Early and other survivors fled in several directions, uncovering Rockfish Gap and the previously unspoiled territory above the James River.
With the valley Confederates dispersed, Sheridan spent 4 weeks destroying barns, mills, the Virginia Central Railroad, and the James River Canal. Electing not to attack heavily guarded Lynchburg, he turned in triumph toward the Petersburg front, where on the 28th, he joined Grant and the Army of the Potomac just in time to participate in the Appomattox Campaign.