Opequon Creek flows at the foot of a broad and thickly wooded gorge, with high and steep banks. The ravine through which the Berryville road rises to the level of the rolling plain, in the middle of whose western edge stands Winchester, is nearly three miles long. Here and there the high ground is covered with large oaks, pines, and undergrowth, and is intersected by many brooks, called runs. Of these the largest is Red Bud Run, which forms a smaller parallel ravine flanking the defile on the north, while a still larger stream, called Abraham's Creek, after pursuing a nearly parallel course on the south side of the defile, crosses the road not far from the ford, and just below it falls into the Opequon. Wilson, after crossing the Opequon and completing his task of covering the advance of the infantry through the defile, had turned to the left on the high ground and taken post to cover the flank on the Senseny road, which, after crossing the Opequon about a mile and a quarter above the main ford, reaches the outskirts of Winchester at a point little more than three hundred yards from the Berryville road. The Sixth Corps formed across the Berryville road, Getty on its left, Ricketts on its right. Getty rested his left on Abraham's Creek. Behind him Russell stood in column in support. Emory prolonged the line of battle to the Red Bud on the right by posting Sharpe's and Birge's brigades of Grover, with Molineux and Shunk in the second line, the 9th Connecticut deployed as skirmishers to cover the right flank of Birge. Dwight's two brigades formed on the right and rear of Grover in echelon of regiments on the right, in order not only to support Grover's line, but to cover the flank against any turning movement by the Confederates or an attack by their reinforcements coming straight from Stephenson's. Beal's brigade held the right of Dwight's line, and the brigade line from right to left was formed in order of the 114th New York, 153d New York, 116th New York, 29th Maine, and 30th Massachusetts. Beal covered his right flank by a detail of skirmishers taken from all his regiments and commanded by Lieutenant-Colonel Strain, of the 153d New York. McMillan, on the left and rear of Beal, formed in order of the 47th Pennsylvania, 8th Vermont, 160th New York, and 12th Connecticut, with five companies of the 47th Pennsylvania deployed to cover the whole right flank of his brigade and to move forward with it by the flank left in front. Crook had by this time crossed the ford and was massed on the left or west bank.