Battle of Tom's Brook

October 9, 1864

The Battle of Tom’s Brook was fought on October 9, 1864, during the Shenandoah Valley Campaign of 1864. Union cavalry divisions commanded by General Wesley Merritt and George A. Custer surprised and routed Confederate cavalry along Tom’s Brook. The rapid Confederate retreat became known as the “Woodstock Races” and weakened the morale and effectiveness of the Confederate cavalry for the rest of the campaign.

George Custer, General, USA, Civil War, LOC 03216

George Custer. Image Source: Library of Congress.

Overview

The Battle of Tom’s Brook was a cavalry engagement fought near Woodstock, Virginia, on October 9, 1864, during the Shenandoah Valley Campaign of 1864. The battle followed a series of Union victories and destructive operations in the Shenandoah Valley.

General Philip Sheridan had defeated General Jubal Early at the Battle of Opequon on September 19, 1864, and the Battle of Fisher’s Hill on September 21 and 22. Early retreated nearly 100 miles to Rockfish Gap, leaving the central Shenandoah Valley open to Sheridan’s scorched-earth campaign. During “The Burning,” Union forces destroyed crops, barns, mills, and livestock that could support the Confederate army.

By October 6, Sheridan believed the destruction was complete and moved his army north toward Cedar Creek. Confederate cavalry divisions commanded by General Thomas Rosser and General Lunsford Lomax repeatedly attacked the Union rearguard. Sheridan responded by ordering General Alfred Torbert to engage them.

On October 9, Torbert sent cavalry divisions commanded by Major General Wesley Merritt and General George A. Custer against Confederate troops camped along Tom’s Brook. The attack surprised the Confederates, who briefly resisted before fleeing. Union soldiers called the rapid retreat the “Woodstock Races.” The Union suffered 57 casualties, while the Confederates suffered about 350. The defeat weakened Confederate cavalry for the rest of the campaign.

Essential Facts

  • Also Known As: “Woodstock Races.”
  • Date: October 9, 1864.
  • Location: Shenandoah County, near Woodstock, Virginia.
  • Participants: The United States of America (USA) and the Confederate States of America (CSA).
  • USA Commanders: Alfred Torbert, Wesley Merritt, and George A. Custer.
  • CSA Commanders: Thomas Rosser and Lunsford Lomax.
  • Who Won: The United States won the Battle of Tom’s Brook.
  • Campaign: Shenandoah Valley Campaign of 1864 and Sheridan’s Valley Campaign.
  • Era: Civil War, September–December, 1864.

Statistics

United States of America

  • Casualties: 57 killed, wounded, captured, or missing.
  • Forces Engaged: Army of the Shenandoah cavalry.
  • Troop Strength: Roughly 6,300.

Confederate States of America

  • Casualties: 350 killed, wounded, captured, or missing.
  • Forces Engaged: Army of the Valley cavalry.
  • Troop Strength: Roughly 3,500.

Significance

The Battle of Tom’s Brook is important to American History because it weakened Confederate control of the Shenandoah Valley. The Union victory followed General Philip Sheridan’s victories at Opequon and Fisher’s Hill and his destruction of farms, mills, barns, and livestock during “The Burning.” The rapid Confederate retreat, which Union cavalrymen called the “Woodstock Races,” damaged the morale and fighting ability of the Confederate cavalry. Although the engagement involved fewer soldiers than the earlier battles, the defeat limited the Confederates’ ability to challenge Sheridan’s movements during the remaining operations of the Shenandoah Valley Campaign of 1864.

History

Grant’s Umbrella Strategy

On March 12, 1864, President Abraham Lincoln appointed Ulysses S. Grant as General-in-Chief of the Armies of the United States. Upon his arrival in Washington, Grant drafted a plan to have the various Union armies in the field act in concert and strike the Confederacy from several directions. Grant would travel with Major General George Meade and the Army of the Potomac in pursuit of General Robert E. Lee and the Army of Northern Virginia in the Richmond, Virginia area; Major General William T. Sherman would march three Federal armies south from Chattanooga, Tennessee to capture Atlanta, Georgia; and Majtor General Franz Sigel would invade western Virginia’s Shenandoah Valley to cut off supplies to Lee’s army and to prevent any Confederate attempts to attack Meade’s flank.

Lee Sends Early to the Shenandoah Valley

As Grant pressed Lee in eastern Virginia during the spring and summer, Lee devised a plan to divert Union forces away from his army. Lee designated Lieutenant General Jubal Early’s corps as the Army of the Valley, and in June, he ordered Early to redeploy his army from Petersburg to the Shenandoah Valley.

Early Threatens Washington, DC

On June 17 and 18, Early’s army defeated Major General David Hunter’s Union forces at the Battle of Lynchburg, leaving control of the valley in Confederate hands. Early then launched his own offensive, invading Maryland and eventually threatening Washington, DC, before being forced to retreat into the Shenandoah Valley.

Lincoln’s Reelection Imperiled

Jubal Early’s success in Maryland imperiled President Lincoln’s re-election bid in November 1864. Coupled with Grant’s mounting casualty totals in eastern Virginia, Southerners had good reason to hope that the Northern electorate might opt for a peace candidate and a negotiated settlement with the Confederacy to end the war.

Grant Sends Sheridan to the Shenandoah Valley

On August 1, Grant sent Major General Philip Sheridan to the Shenandoah Valley to deal with Early. A week later, on August 8, Grant placed Sheridan in charge of the newly created Army of the Shenandoah. Grant ordered Sheridan to destroy Early’s army and to

Do all the damage to railroads and crops you can. Carry off stock of all descriptions… so as to prevent further planting. If the war is to last another year, we want the Shenandoah Valley to remain a barren waste.

Sheridan succeeded at both.

Early Retreats

Initially, Sheridan was slow to act because false intelligence reports led him to believe that Early’s army was much larger than it really was. After receiving more accurate information regarding the size and deployment of Early’s army, Sheridan attacked the Confederates near Winchester, Virginia. On September 19, Sheridan’s army dealt the Confederates a severe blow at the Battle of Opequon, forcing Early to retreat south.

On September 20, Early established a new defensive line at Fisher’s Hill, south of Strasburg. On September 21 and 22, 1864, Sheridan’s army turned Early’s left flank and dealt the Confederates another severe defeat at the Battle of Fisher’s Hill. With the Confederate army decimated and demoralized by two overwhelming defeats within three days, Early had to get his army away from Sheridan or face annihilation. Thus, he retreated south nearly 100 miles to Rockfish Gap in the Blue Ridge Mountains.

The Burning

Early’s retreat from Strasburg opened the central Shenandoah Valley to Sheridan’s scorched earth offensive. Sheridan spent the next few weeks laying waste to the valley. During a foray of destruction known as “The Burning,” Sheridan claimed to have slaughtered thousands of sheep, hogs, and cattle and to have burned “2,000 barns filled with wheat, hay, and farming implements [and] over seventy mills filled with flour and wheat.”

“Either Whip the Enemy or Get Whipped Yourself”

By October 6, Sheridan felt that his reign of destruction was complete, and he began withdrawing his army back north toward Cedar Creek. As the Federals moved north, Confederate cavalry divisions commanded by Major General Thomas Rosser and Major General Lunsford Lomax harassed the Union rearguard. Annoyed by the Confederate raids against the retreating Union soldiers, Sheridan ordered his own cavalry commander, Brigadier General Alfred Torbert, to “either whip the enemy or get whipped yourself.”

October 9, 1864 — Cavalry Clash at Tom’s Brook

On the morning of October 9, Torbert ordered two Union cavalry divisions commanded by Brevet Major General Wesley Merritt and Brigadier General George A. Custer to turn and attack the Confederate cavalry camped along Tom’s Brook near Woodstock, Virginia. Completely surprised, the Confederate troopers briefly tried to make a stand, but they soon were galloping from the field. The retreat was so rapid that Union cavalrymen referred to the Confederate flight as the Woodstock Races.

Aftermath

The Battle of Tom’s Brook was a relatively small engagement involving only 6,300 Federals and 3,500 Confederates. Losses were also light, with the Union suffering fifty-seven casualties and the Confederacy 350. The Union victory impaired the morale and effectiveness of the Confederate cavalry for the rest of the Shenandoah Valley Campaign of 1864.

Timeline

  • 1864, March 12 — President Abraham Lincoln appointed Ulysses S. Grant General-in-Chief of the United States Armies.
  • 1864, June — Robert E. Lee ordered Early to leave Petersburg and move his army to the Shenandoah Valley.
  • 1864, June 17–18 — Early defeated David Hunter at the Battle of Lynchburg.
  • 1864, August 1 — Grant sent Philip Sheridan to the Shenandoah Valley to confront Early.
  • 1864, August 8 — Grant placed Sheridan in command of the Army of the Shenandoah.
  • 1864, September 19 — Union forces won the Third Battle of Winchester, also known as the Battle of Opequon.
  • 1864, September 21–22 — Union forces won the Battle of Fisher’s Hill.
  • 1864, October 6 — Sheridan completed his destruction of resources in the valley and moved his army north toward Cedar Creek.
  • 1864, October 9 — Union cavalry surprised and defeated Confederate cavalry at the Battle of Tom’s Brook.

AP US History

Definition

Battle of Tom’s Brook (1864) — The Battle of Tom’s Brook was a cavalry engagement fought near Woodstock, Virginia, on October 9, 1864, during the Shenandoah Valley Campaign of 1864. After Sheridan destroyed resources throughout the valley, Confederate cavalry harassed his withdrawing army. Sheridan ordered General Alfred Torbert to engage the enemy. Union divisions under General Wesley Merritt and General George A. Custer surprised and routed the Confederate cavalry, whose rapid retreat became known as the “Woodstock Races.”

Alignment

The Battle of Tom’s Brook is part of the following AP US History sections:

Citation Information

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  • Article Title Battle of Tom's Brook
  • Date October 9, 1864
  • Author
  • Keywords Battle of Tom’s Brook, Battle of Tom’s Brook AHC, Battle of Tom’s Brook APUSH, Battle of Tom’s Brook Civil War, Battle of Tom’s Brook summary, Battle of Tom’s Brook facts, Battle of Tom’s Brook significance, Battle of Tom’s Brook history, Battle of Tom’s Brook timeline, Battle of Tom’s Brook images, Battle of Tom’s Brook map, Battle of Tom’s Brook historical marker
  • Website Name American History Central: The Encyclopedia of American History
  • Publisher American History Central
  • Producer R.Squared Communications, LLC
  • Date Published
  • Last Update August 9, 2026
  • Access Date October 10, 2026

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