On July 24, 1864, Confederate and Union forces clashed at the Second Battle of Kernstown during the American Civil War. Part of the campaigns in the Shenandoah Valley, the battle saw the Confederate Army of the Valley under the command of Lt. Gen. Jubal Early engage the Army of West Virginia under the command of Brig. Gen. George Crook. In the week before the battle, Confederate forces had retreated to a more defensible position while also losing the Battle at Rutherford's Farm near Winchester, Virginia. These factors combined with small cavalry skirmishes to the south lead Union commanders to believe that Early was withdrawing to the Confederate capital of Richmond, Virginia, in order to reinforce General Robert E. Lee's Army of Northern Virginia. Due to this, two Union corps were reassigned to support Lt. Gen. Ulysses S. Grant's siege of Petersburg, Virginia. However, Early had not left the Shenandoah Valley and, through information obtained from Union troops captured in skirmishes, had learned of the Union's movements. In order to prevent the reinforcement of Grant's forces, Early pressed the attack at Kernstown, Virginia.

The battle started early in the morning of July 24 as Union and Confederate cavalry forces engaged each other south of Kernstown. Expecting to encounter only a small Confederate force, Crook ordered only a small force consisting of two infantry divisions plus cavalry into the fight. However, the Union forces soon realized they were facing a much larger force than expected and were greatly outnumbered (an estimate of approximately 10,000 Union troops against 14,000 Confederates). With greater numbers and making use of the terrain to limit their opponents movements as well masking their own, Jubal's Army of the Valley defeated Crook's forces by the end of the day, inflicting an estimated 1,200 Union casualties while suffering some 600 Confederate casualties. With Union forces retreating across the Potomac River into Maryland, the Army of the Valley launched the last significant Confederate raid into Union territory, burning the town of Chambers, Pennsylvania, in retaliation to similar actions conducted in the Valley.

Furthermore, the two Union corps that had been reassigned to Petersburg were returned and Maj. Gen. Philip Sheridan placed in command of the Union's Army of the Shenandoah with the task of eliminating the threat posed by Early and his command and to effectively pacify the Shenandoah Valley. Over the next few months, Confederate forces in the Shenandoah Valley were effectively neutralized.