The Battle of Opequon, also known as the Battle of Third Winchester, was the bloodiest engagement of the Shenandoah Valley Campaign of 1864. On the morning of September 19, 1864 Major General Philip Sheridan’s Army of the Shenandoah advanced on Confederate Lieutenant General Jubal Early’s Army of the Valley, near Winchester, Virginia. Logistical problems delayed the Union attack, enabling Early to consolidate his army. The greatly outnumbered Confederate army mounted a spirited defense that split Sheridan’s forces, but Brigadier General Emory Upton mounted a vigorous counterattack that stemmed the Confederate tide. Early was forced to retreat to Fisher’s Hill, where the two armies fought again two days later.