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Gordon’s counterattack threw Grover’s four brigades back into the First Woods. Dwight’s division, who had been waiting in reserve, moved out from the woods to turn Gordon back, running into the same barrage from Breathed’s horse artillery that plagued Grover. Gordon’s men fell back to the Second Woods while most of Emory’s two divisions fell back into the First, leaving a small number of men, including the 8th Vermont and 12th Connecticut Infantry Regiments – exposed in the open ground between.

Battle map for the 3rd Battle of Winchester - Confederate Countrattack< Previous Map: Union AttackNext Map: Early Afternoon >

At the same time the four fresh brigades of Rodes’ Division headed into the wide gap that had opened in the middle of the Union line. At the height of the attack Rodes was struck in the head by a fragment of an artillery shell and instantly killed. But the attack continued, threatening to split Sheridan’s army in half.

Russell’s Division of the Sixth Corps was waiting in reserve. Once Sheridan’s commanding officer in the Old Army, Russell had quesitoned Sheridan why he was putting him in the rear. Sheridan reassured him that was where he wanted a man he could rely on. Russell earned that trust. Before Sheridan could order Russell forward to fill the deadly gap Russell had anticipated the need. His division charged and met Rodes’ men head on, stopping the Confederate attack in a brutal half hour firefight. But like Rodes, Russell was struck by artillery fire and instantly killed, just a short distance from his Confederate counterpart.