“Put himself south of the enemy and follow to the death. Wherever the enemy goes, let our troops go also.” --General Ulysses S. Grant on the orders given to General Phillip Sheridan, August 7th, 1864. “…as [the 23rd Ohio] rose from the bank, away went my boys as though ten thousand devils were after them.” --Confederate General John B. Gordon, following the battle of Opequon Creek. Devil Takes All! is a simulation of the battle fought on September 19th, 1864, at Opequon Creek (also called the Third Battle of Winchester) between the Confederate Army of the Valley under General Jubal Early and the Union Army of the Shenandoah under General Phillip Sheridan. The battle was one of the last fought in the Shenandoah Valley. Former Vice-President of the United States, John C. Breckinridge, was in titular command of the Confederate forces, while two future presidents, Rutherford B. Hayes and William McKinley, figured prominently in the battle’s outcome. Devil Takes All! uses an interactive sequence of play that activates formations, and their subordinate units, by the types of orders (Attack, Advance, Stand, Reserve) they have been issued. Combat is of two types, fire and melee, and both individual unit and larger formation morale figure prominently in the game’s outcome. Rules include ones for leaders, variable reinforcements, and possible Confederate withdrawal. Scenarios cover the morning’s “opening round” in which both sides were surprised to discover a fight would occur here, the afternoon’s bloody, climatic slugfest in which the remnants of the Stonewall Brigade made their final appearance, as well as the comprehensive day-long battle. Terrain scale is about 500 meters per hex Infantry units and cavalry units are brigades, artillery units are battalions. Each strength point represents 250 men. Each turn is about 45 minutes. Playing time is about 2.5 to 3 hours for the AM and PM scenarios, about 6+ hours for the day-long battle scenario. Although designed for two players, Devil Takes All! can easily be played solitaire.