The last victory the Confederates would ever see in Virginia’s Shenandoah Valley, the Battle of New Market is perhaps best known not for its strategic importance, but rather for the young cadets from the Virginia Military Institute who took part in the fighting alongside Confederate General John C. Breckinridge’s veteran troops. The 257 VMI cadets, many of whom had yet to see their 17th birthday, were pressed into service to help Breckinridge’s 4,000 men fight off nearly 10,000 federal troops invading the Shenandoah Valley. At the end of the day on May 15, 1864, the young cadets had stood their ground, fighting back a Union charge at a critical point in the battle, and some say saving the day for the Confederates.

Prelude to Battle

In the Spring of 1864, newly promoted Lieutenant General Ulysses S. Grant set in motion his grand strategy to bring the Confederacy to its knees. Hoping to take full advantage of the Union’s increasing superiority in troops and firepower, Grant ordered a multi-pronged offensive into Southern territory. William Tecumseh Sherman led his army through Tennessee and into Georgia, aiming for Atlanta, the heart of the Confederacy. Benjamin Butler, based in Fort Monroe on Virginia’s eastern peninsula, would move through the Bermuda Hundred and approach Richmond from the south and east. Grant himself led the Army of the Potomac directly into Virginia, looking to crush Lee’s Army of Northern Virginia. And Grant directed Franz Sigel to move into Virginia’s strategically important and agriculturally rich Shenandoah Valley, with orders to threaten Lee’s western flank and cut supply lines, destroying the South’s ability to feed its men.

With Grant and Lee locked in the beginnings of a death grip at the Battle of the Wilderness on May 5, 1864, the Confederacy had precious few men available to ward off Sigel’s advance in the west. Sigel’s orders were to move on and destroy the crucial railroad complexes at Lynchburg and Staunton as soon as possible. To meet this challenge, Breckinridge, only recently arrived from Tennessee, hastily cobbled together a makeshift force of approximately 4,000 men by combining his own troops with 1,500 cavalry and mounted infantry under the command of Confederate General J.D. Imboden.

The Cadets Are Called Up

Recognizing that he would need all the help he could get, Breckinridge called the VMI Corps of Cadets into service on May 10, 1864. Beginning early the following morning, the cadets – over half of whom were first year students, called “Rats” – marched for two days “in a drenching rain, through mud and water, to Staunton,” where they joined Breckinridge’s combined forces.

The young cadets were mostly fifteen, sixteen and seventeen years old, although accounts hold that some may have been as young as twelve at the time of the battle. None had seen any actual combat. At the insistence of Confederate President Jefferson Davis -- who wished to avoid, in his words, “grinding the seed corn of the nation” -- Breckinridge fully intended to keep the cadets in reserve, to be pressed into battle only in the event of an emergency.

You may wonder why the cadets were so young. After all, VMI is a college-level institution. So why weren’t the cadets at least eighteen years old? The answer, as related in General Imboden’s field report, is simple. By 1864, the Confederacy was forced to rely on universal conscription to keep its armies on the field. Any able-bodied man over eighteen years of age was already in the regular army. So to keep itself going, VMI had lowered its own admission age to sixteen – and sometimes younger – just so they would have students to train. The student body at VMI in 1864 was the youngest it would ever be.

Despite their inexperience, however, the cadets, together with Breckinridge’s men, eagerly marched down the Valley Pike through Harrisonburg and on towards Sigel’s waiting troops. Advance columns of the armies skirmished on the evening of May 14 at the small village of New Market, nestled between a fork of the Shenandoah River on one side and Massanutten Mountain on the other. The battle began in earnest the next morning.

The Battle Begins

When dawn rose on May 15, Breckinridge found Sigel’s troops firmly dug in across the slopes of nearby Bushong’s Farm. Although Breckinridge tried several cavalry feints and other ploys to lure Sigel into the open, the Union troops would not budge. At 11 a.m., Breckinridge was forced to order a general assault on the Union high ground, stating that “I shall advance on him. We can attack and whip them here, and I’ll do it.”

The Confederate forces moved forward to Shirley’s Hill. Breckinridge ordered his troops into three small, overlapping echelons – rather than one single battle line -- so as to create the impression of three strong battle lines. The VMI cadets, still in reserve, were in the third echelon. The Confederate artillery increased its assault on the Union position, softening it up for the attack to come.

The Confederate assault succeeded at first. Sigel had carelessly taken a line that was difficult to defend, and his troops suffered for it. The Confederates surged forward. The VMI cadets, though still in reserve, advanced with them. Cresting the ridge of Shirley’s Hill, the boys from VMI encountered their first enemy fire. Canister shot from Union artillery batteries exploded above their heads, killing five of them immediately. The cadets were stunned. Believing they were still being held in reserve, the boys had no idea they were this close to the battle.

But they pressed on. Sigel pulled back to a stronger position, and the Union artillery began to exact a frightening toll on the Confederate attackers. The Virginia 51st and 62nd Regiments, standing directly in front of the cadets’ position, melted away under the heavy fire. Sigel’s infantry was poised for a massive counterattack.

Realizing that his own attack was about to falter, General Breckinridge had a decision to make.

The Field of Shoes

Having committed all of his regular troops to the assault, the cadets were Breckinridge’s only remaining reserve. The general’s adjutant, Major Charles Semple, implored him to bring them up to the attack, but the general resisted. Finally, and tearfully, Breckinridge told Semple to “Put the boys in. And may God forgive me for that order.”

The cadets rose to the challenge. Led by Lt. Col. Scott Shipp – himself only 24 years of age – the cadets moved to fill the gap left by the decimated Virginia regulars. As they advanced to their new positions, they were met by a barrage of insults from their regular army comrades, decrying their youth and inexperience. Although the cadets wanted desperately to defend their honor against these attacks, Col. Shipp ordered them forward.

They took their position at the center of the Confederate line – the “place of honor” – and moved to within 300 yards of the Union troops. As they advanced, they took cover in a mud-filled ravine choked with cedar scrub and stumps, the product of the heavy rains that had been falling for the past week. At times, the mud in the ravine was so thick that many cadets lost their shoes in their advance. The ravine became forever known as the “Field of Shoes.”

Still the cadets pressed on. As they approached the Bushong House and the fire from the Union line, Colonel Shipp and several more cadets were laid low by shell fragments from the Union guns. The corps was on the verge of faltering, but one cadet – Cadet Pizzini of Company B – swore that he would shoot any man that turned back at this crucial moment. The boys kept on.

In the meantime, General Sigel’s counterattack was faring poorly. Miscommunications and a lack of coordination with his officers turned Sigel’s counterattack into a halting, piecemeal advance that was quickly thwarted by the Confederate troops. The Confederates, including the cadets, pushed back hard, sweeping over the Union positions. The cadets captured several Union artillery pieces, and cheers rose from cadet and regular soldier alike when the banner of VMI was raised above the Union guns.


Sigel retreated from the field in such haste that he left many of his own wounded at the mercy of the advancing Confederates. The Union advance into the Shenandoah Valley was thwarted, and Robert E. Lee’s troops remained fed for months to come.

General Breckinridge visited the cadets the day after the battle, saying “Boys, the work you did yesterday will make you famous.” Ten cadets lay dead. Forty-five were wounded. And while the Battle of New Market has generally been relegated to history’s dust bin, the cadets today at VMI have never forgotten. Every year on May 15, the Corps of Cadets retraces the steps of the battle and performs a special ceremony. The roll of the Corps is called, with ten additional names – the names of each of the cadets who died in the battle. And as each of these names is called, a living cadet steps forward and answers “Died, on the field of honor, sir.”


  • Cadets in the Fray, (
  • National Park Service Battle Description (
  • Civil War Resources. Battle of New Market.(
  • The Battle of New Market, by Gen. John D. Imboden (
  • Sigel in the Shenandoah Valley (

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