The Battle of McDowell was the beginning of Major General Thomas J. "Stonewall" Jackson's famous Valley Campaign of 1862. In early April 1862, Union forces commanded by Brigadier General Robert H. Milroy occupied the town of Monterey, in Highland County, Virginia. Confederate forces, commanded by Brigadier General Edward "Alleghany" Johnson, fell back from their quarters at Camp Alleghany to the top of Shenandoah Mountain. On April 12, 1862, a skirmish took place at Monterey. Edward Johnson's men were forced to retire. Seven days later, the Confederates abandoned their position on Shenandoah Mountain (Fort Johnson), and fell back to Valley Mills and West View, near Staunton.

About the middle of April 1862, General Milroy advanced his forces to occupy the village of McDowell. A few days later (April 26), the Ambush at Williamsville took place. Meanwhile, General Jackson began his movement to join Edward Johnson near Staunton.

On the morning of May 7, 1862, the forces of Edward Johnson encountered the advance outposts of Milroy's Army at West Augusta and Rodger's Toll House. The Valley Army followed Johnson's command on the way to McDowell. The Confederates pushed on and crossed the Shenandoah Mountain that day, then halted for the night. Early on the morning of May 8, 1862, Johnson's command advanced to Sitlington's Hill (overlooking McDowell) and took possession of that point. As the day progressed, the Battle of McDowell took place and continued until nightfall.

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