In conjunction with other spring 1864 offensives against strategic points in the Confederacy, Lt. Gen. Ulysses S. Grant ordered Maj. Gen. Franz Sigel to move up the Shenandoah Valley along the Valley Turnpike to destroy the railroad and canal complex at Lynchburg. Union control of the strategic and agriculturally rich valley was a crucial part of Grant's plans. Receiving word that the Union Army had entered the valley, Maj. Gen. John C. Breckinridge pulled together all available troops to repulse the invaders and gathered his forces near Staunton. Breckinridge decided to take the offensive and attack Sigel, and moved his army north towards New Market. The morning of May 15th, Breckinridge's men met Sigel's army just north of the town. At a crucial point, a key Union battery was withdrawn from the line to replenish its ammunition, leaving a weakness that Breckinridge was quick to exploit. He ordered his entire force forward, including many young cadets from the Virginia Military Institute, and Sigel’s stubborn defense collapsed. Threatened by the Confederate cavalry on his left flank and rear, Sigel ordered a withdrawal, burning the bridge over the North Fork of the Shenandoah River behind him. Sigel retreated to Strasburg and was soon replaced by Maj. Gen. David Hunter.