As Siegel crossed the Shenandoah River north of New Market, he started making mistakes. He sent some of his force after the Confederate cavalry in the area. He ordered two regiments of troops to stand guard over the bridges (apparently in case he had to retreat). Meanwhile, Breckinridge had managed to scrape together only two brigades of Confederate infantry, a few cavalry, and 247 cadets from VMI in nearby Lexington, Virginia. On the morning of May 15, Breckinridge decided to remain on the defensive since he had fewer soldiers and held the high ground. Siegel attacked but was quickly pushed back. Breckinridge saw he had an advantage and attacked the Union line in the afternoon during a heavy rainstorm. He had intended to keep the cadets in reserve but now he needed them. Siegel was forced back across the Shenandoah and this time burned the bridge behind him.