The enemy were in effect sheltered by a stone fence which bordered a railroad cut, with their reserve and artillery principally posted on elevated ground in the rear.
The only thing to do was to break through their lines as soon as possible.

It was now about 3:30 A.M.

Elliot, whose record of long, careful, and brilliant service in the regular army is an exemplary one, formed line of battle with his three regiments and fought the six regiments that held the road for about an hour with varied success, encountering a severe artillery fire and driving back their right in disorder by a gallant charge of the 110th Ohio and 122d Ohio; but unfortunately their left held firm, in spite of repeated attacks made by Colonel Shawl with two regiments, reinforced with two more and by part of Colonel Ely's brigade.

Their force in front, too, was sustained by heavy reserves both of infantry and artillery.
A signal-gun fired at Winchester showed that the enemy there were aware of the flight and were in full pursuit.

The main road being blocked, Milroy determined to try another, and directed the troops to fall back a short distance and turn to the right.