On Richardson’s Hill, the commanding height above Front Royal, Union Col. John H. Kenly made his last attempt to hold the town, which he considered essential to protecting the left flank of Gen. Nathaniel Banks’s main army at Strasburg. On this cherty ridge, Kenly placed the two-gun section of Knap's Battery E, Pennsylvania Light Artillery, where Lt. Charles Atwell’s two ten-pounder Parrott rifled cannons pinned down Confederates on the plain below while Kenly’s infantry gathered in support. Kenly later wrote that he prepared to hold the position as long as possible because if he did not check Jackson’s advance, Banks was lost. Two companies of the 5th New York Cavalry arrived from Strasburg to reinforce him, but Confederate commander Col. Bradley T. Johnson countered the deployment as the 1st Maryland infantry (CSA) and Maj. Chatham Roberdeau Wheat’s battalion fired from behind the stone wall below the hill, the 6th Louisiana Infantry flanked the Union position to the west, and Lt. Col. Thomas S. Flournoy’s 6th Virginia Cavalry threatened the Federal rear. With his force about to be surrounded, Kenly ordered a retreat north across the forks of the Shenandoah River.
