The next morning Captain Myers' company came rushing back in disgraceful disorder, announcing that the Federal forces were in close pursuit. Captain Chipley and his company of cavalry, which was in town, also shamefully fled. The brigades of Generals Taliaferro and Winder were soon under arms and ordered to occupy position immediately north of the bridge. By this time the Federal cavalry, accompanied by artillery, were in sight, and after directing a few shots toward the bridge they crossed South River, and dashing into the village they planted one of their pieces at the southern entrance of the bridge. In the mean time the batteries of Wooding, Poague, and Carpenter were being placed in position, and General Taliaferro's brigade, having reached the vicinity of the bridge, was ordered to charge across, capture the piece, and occupy the town. While one of Poague's pieces was returning the fire of that of the enemy at the far end of the bridge the Fifty-seventh Virginia Regiment, Colonel Fulkerson, after delivering its fire, gallantly charged over the bridge, captured the gun, and, followed by the other regiments of the brigade, entered the town and dispersed and drove back the Federal cavalry. Another piece of artillery with which the Federal cavalry had advanced was abandoned and subsequently fell into our hands.

About this time a considerable body of infantry was seen advancing up the same road. Our batteries opened with marked effect upon the retreating cavalry and advancing infantry. In a short time the infantry followed the cavalry, falling back to Lewis', 3 miles down the river, pursued for a mile by our batteries on the opposite bank, when the enemy disappeared in the wood around a bend in the road. This attack of General Shields had hardly been repulsed before Ewell was seriously engaged with Fremont, moving on the opposite side of the river. The enemy pushed forward, driving in the Fifteenth Alabama, Colonel Cantey, from their post on picket. This regiment made a gallant resistance, which so far checked the Federal advance as to afford to General Ewell time for the choice of his position at leisure. His ground was well selected, on a commanding ridge, a rivulet and large field of open ground in front, wood on both flanks, and his line intersected near its center by the road leading to Port Republic. General Trimble's brigade was posted on the right, somewhat in advance of his center. The batteries of Courtney, Lusk, Brockenbrough, and Raine in the center; General Steuart's brigade on the left, and General Elzey's brigade in rear of the center, and in position to strengthen either wing. Both wings were in the wood.

About 10 o'clock the enemy threw out his skirmishers and shortly after posted his artillery opposite to our batteries. The artillery fire was kept up with great animation and spirit on both sides for several hours. In the mean time a brigade of Federal forces advanced, under cover, upon the right, occupied by General Trimble, who reserved his fire until they reached the crest of the hill, in easy range of his musketry, when he poured a deadly fire form his whole front, under which they fell back. Observing a battery about being posted on the enemy's left, half a mile in front, General Trimble, now supported by the Thirteenth and Twenty-fifth Virginia Regiments, of Elzey's brigade, pushed forward for the purpose of taking it, but found it withdrawn before he reached the spot, having in the mean time some spirited skirmishing with its infantry supports. General Trimble had now advanced more than a mile from his original position, while the Federal advance had fallen back to the ground occupied by them in the morning.