On the night of October 18, 1864, tents sheltering part of General Philip Sheridan's 32,000-strong Union Army of the Shenandoah blanketed the surrounding fields. Numerous supply wagons stood around Belle Grove, while above the banks of Cedar Creek more tents and entrenchments faced south and guarded the Valley Pike's crossing. On the bluffs above the North Fork of the Shenandoah, trenches and camps overlooked the river's passage. Following victories in September and October 1864, Sheridan's army had conducted “The Burning,” a systematic destruction of the Shenandoah Valley. Most believed Early, with at most 14,000 men, was incapable of mounting another offensive, and thought warfare in the valley was almost at an end. The Army of the Shenandoah settled into its fortified camp behind Cedar Creek with complete confidence that it was secure from any successful attack by the forces under General Early.