General Stonewall Jackson, with 6,000 Confederates, attacked James Shields' vanguard of 3,000 under E.B. Tyler, which had marched down Luray Valley to join General J.C. Frémont's army. Jackson's first attack by General C.S. Winder's brigade, bolstered by the 7th Louisiana, was repulsed. Counterattacking, the Federals captured one Confederate cannon. Jackson was reinforced by units from General R.S. Ewell's division and General Dick Taylor's Louisiana brigade swung to the East, charged and captured the six guns emplaced at the intersection of U.S. 340 and Route 659. The Federals counterattacked and recovered the guns. Reinforced by Colonel W.S. Scott's command, Taylor's Louisianians again pressed forward and the Federals were once more driven from the cannons. Tyler's troops abandoned the field and retreated towards Conrad's Store. As the Federals retreated, General I.R. Trimble's and Colonel J.M. Patton's brigades retired across North River and burned the bridge, preventing Frémont from coming to Tyler's assistance.