Closely pursued by the 8th Louisiana Infantry, Union Colonel John R. Kenly's rear guard occupied Guard Hill just west of here. The two-gun section of Knap's Battery E, Pennsylvania Light Artillery, commanded by Lieutenant Charles Atwell, covered part of the peninsula between the North and South Forks of the Shenandoah River as the Confederates surged toward the North Fork Bridge. As Confederate forces crossed the South Fork onto the peninsula, Kenly's Union troops deployed on the Winchester side of the Pike Bridge over the North Fork. The prominence of Guard Hill gave Kenly a good position to slow the Southern advance. Atwell unlimbered his cannons on the height west of the turnpike near Doctor Kenner's home, while the Federal infantry dug in on either side of the road to oppose any attempt by Confederates crossing at the bridge. Atwell's guns held off the commands of Colonel Bradley T. Johnson and Major Chatham Roberdeau Wheat for almost an hour, despite being shelled by Captain John A. Lusk's Confederate battery from Atwell's former position on Richardson's Hill. When Kenly rode forward to check the progress of his bridge-burning orders, he found the river below the bridges alive with horsemen, Lieutenant Colonel Thomas S. Flournoy's 6th Virginia Cavalry, crossing in two different places by fording. Kenly ordered a retreat, leaving two companies of the 5th New York Cavalry as a rear guard while the infantry and artillery hastened north on the Front Royal Turnpike.
