n was near Cross
Keys, and the main body of the Valley Army near Port Republic.

During his retreat Jackson had kept his attention fixed on Shields.
That ardent Irishman pictured his old enemy flying in confusion,
intent only on escape. He would have been much astonished had he
learned the truth. From the moment Jackson left Strasburg, during the
whole time he was retreating, with the "bull-dogs" at his heels, he
was meditating a counter-stroke, and his victim had already been
selected. When Shields rushed boldly up the valley of the South Fork
it seemed that an opportunity of avenging Kernstown was about to
offer. On June 4, the day that the enemy reached Luray, Ewell was
ordered to provide his men with two days' cooked rations and to
complete their ammunition "for active service." The next day,
however, it was found that Shields had halted. Ewell was ordered to
stand fast, and Jackson wrote despondently to Lee: "At present I do
not see that I can do much more than rest my command and devote its
time to drilling." On the 6th, however, he learned that Shields'
advanced guard had resumed its march; and, like a tiger crouching in
the jungle, he prepared to spring upon his prey. But Fremont was
close at hand, and Shields and Fremont between them mustered nearly
25,000 men. They were certainly divided by the Shenandoah; but they
were fast converging on Port Republic; and in a couple of marches, if
not actually within sight of each other's camps, they would come
within hearing of each other's guns. Yet, notwithstanding their
numbers, Jackson had determined to deal with them in detail.

A few miles from the camp at Port Republic was a hill honeycombed
with caverns, known as the Grottoes of the Shenandoah. In the heart
of the limestone Nature has built herself a palace of many chambers,
vast, silent, and magnificent. But far beyond the beauty of her
mysterious halls was the glorious prospect which lay before the eyes
of the Confederate sentries. Glimmering aisles and dark recesses,
where no sunbeam lurks nor summer wind whispers, compared but ill
with those fruitful valleys, watered by clear brown rivers, and
steeped in the glow of a Virginian June. To the north stood the
Massanuttons, with their forests sleeping in the noon-day; and to the
right of the Massanuttons, displaying, in that transparent
atmosphere, every shade of that royal colour from which it takes its
name, the Blue Ridge loomed large against the eastern sky.