Union Gen. Philip Sheridan’s divisions marched south from Halltown, reaching Berryville on September 3.
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Happening upon elements of Union Gen. George Crook’s corps going into camp, Confederate Gen. R.H. Anderson’s (Kershaw’s) division attacked with limited results. During the night, Confederate commander Jubal Early brought up his entire army but by daylight found Sheridan’s position too strongly entrenched to assault. Early withdrew after dark behind Opequon Creek.