CARTER'S WOODS - 2nd. WINCHESTER

Before the retreat could commence the Federals had several hours of intense preparation ahead of them. First, all the cannons were spiked because they and the wagons were to be abandoned to the enemy. Then the team and artillery horses were assembled in order to provide transportation for the teamsters, gunners, and as many infantrymen as could possibly be substituted as the animals' new burdens. Whatever ammunition could not be carried was supposed to be thrown into the cisterns of the forts' as all of the preliminaries were commencing in town, preparatory orders were spread among the men. "When I [Captain Baird of Milroy's staff] approached these regiments I found many of the men asleep in their tents, or in the rifle pits. It was a dark night, and the company officers began at once to wake up their men. Every soldier was given instructions that the evacuation was to be conducted silently, so as not to attract the attention of the enemy, whose sentinels were not more than two hundred yards from the fort. Next, the "[p]ickets were called in where possible to do silently, and where no possible they were abandoned to fate. Finally, "...about 12 o'clock Sunday night the order came to have the men leave their knapsacks and everything of any weight to it and move cautiously and noiselessly out.

Before the retreat could commence the Federals had several hours of intense preparation ahead of them. First, all the cannons were spiked because they and the wagons were to be abandoned to the enemy. Then the team and artillery horses were assembled in order to provide transportation for the teamsters, gunners, and as many infantrymen as could possibly be substituted as the animals' new burdens. Whatever ammunition could not be carried was supposed to be thrown into the cisterns of the forts' As all of the preliminaries were commencing in town, preparatory orders were spread among the men. "When I [Captain Baird of Milroy's staff] approached these regiments I found many of the men asleep in their tents, or in the rifle pits. It was a dark night, and the company officers began at once to wake up their men. Every soldier was given instructions that the evacuation was to be conducted silently, so as not to attract the attention of the enemy, whose sentinels were not more than two hundred yards from the fort. " Next, the "[p]ickets were called in where possible to do silently, and where not possible they were abandoned to fate. Finally, "...about 12 o'clock Sunday night the order came to have the men leave their knapsacks and everything of any weight to it and move cautiously and noiselessly out."

The Confederates were not merely dreaming peacefully while their prey made final preparations to flee. General Ewell recognized that the Federal position was hopeless and, anticipating a retreat rather than a fight or surrender, focused on the Martinsburg Pike as the most likely route that his opponents would follow. Major General Edward Johnson, because of his division's proximity to the likely escape route, drew the assignment to try to intercept the Yankees. Pursuant to Ewell's orders, sometime shortly after sunset Johnson and three of the four brigades in his division began to march from the area of the Berryville Pike toward a point on the Valley Turnpike about two and a half miles northeast of Winchester.

Johnson didn't wait very long to exercise some of the independence which his orders necessarily entailed. "After moving some distance on the Berryville Road, I was informed by my guide that I would be obliged to cross fields over a rough country in order to carry out literally the directions of the lieutenant-general [Ewell]; and, moreover, that near Stephenson's [Depot], 5 miles north of Winchester, there was a railroad cut masked by a body of woods, and not more than 200 yards from the [Martinsburg] turnpike (along which the enemy would certainly retreat), which would afford excellent shelter for troops in case of an engagement. The night was very dark, and, being satisfied that the enemy would discover the movement and probably escape if I moved to the point indicated by the lieutenant-general, I determined to march to Stephen-son's by the road which led by Jordan Springs."" While the Yankees were preparing to make an exit, the Rebels were preparing a reception.

Shortly after midnight the Federal column, organized by brigade number, began to take shape with the First Brigade in the lead. General Elliott arranged his regiments with the Hussars on the point, followed by the 123rd, 110th, and 122nd Ohio regiments in that order. As for the balance of Elliott's command, the 116th Ohio failed to reach the rendezvous on time, got lost in the dark, and fell in behind the Second Brigade, and because Milroy feared an attack from the rear more than from the front, the 13th Pennsylvania Cavalry was detached and positioned at the head of the trailing Third Brigade. The troopers from New York were assigned to the tail end of the paraded.

Then, sometime between 1:00 and 2:00 a.m., "...the [Union] column began to move down the hillside. It was a weird procession passing in silence, without a spoken word, through the midnight darkness."'" In order to avoid the town and hundreds of Southern sympathizers who would have cheerfully raised an alarm, Milroy led his men for the first mile through a canyon north of the Star Fort and then to the right along a dirt path toward the Martinsburg Pike. The regime of silence was maintained by the jittery Federals except for an occasional clank of a canteen against a belted bayonet, a few muted curses blurted out after stumbles in the darkness, the nickering of nervous horses, and the hissing shuffle of thousands of booted feet accompanied by the gentle patter of hundreds of hooves. While the Federals tried their best to keep quiet, the team mules, "...brayed a chorus seldom heard, as if prompted by a malicious desire to notify the enemy of our departure."

About two hours after the soldiers in blue commenced their march. General Johnson, who was at the head of the Southern column, halted his command on the Harpers Ferry Road at a tiny wooden bridge which crossed the Winchester and Potomac Railroad a few hundred yards from the Federal line of march on the Martinsburg Pike. 12 "...I [Johnson] rode forward with my staff and sharpshooters to reconnoiter the position and assure myself of the whereabouts of the enemy. I had gone but a short distance when I distinctly heard the neighing of horses and the sound of men moving, and in a few moments ascertained that I had opportunely struck the head of the enemy's retreating column. Those horses undoubtedly belonged to the Hussars, who at that point were about four and a half miles beyond Winchester. Moments later the 12th's vanguard collided with Johnson's sharpshooters and the stillness of the night was shattered by shouted challenges followed almost instantaneously by a burst of rifle and then carbine fire. Immediately after the first spatter of gunfire, Johnson yanked on his reins, spurred his horse, and galloped back to his division with his staff trailing in his wake. Within moments the Confederate division commander was back with his men, and shouting orders in hopes of being the first to get his regiments into position."

While the Confederate commander was rushing back to his men, the Hussars in the vanguard continued to exchange shots with what looked like huge fireflies flickering against the backdrop of a dark sky and an even darker forest." Then, as the Confederate regiments began their deployment, the 12th's Lieutenant Colonel Moss rushed reinforcements from Companies G and F, and perhaps others, to the point of initial contact in hopes of quickly brushing the Rebel skirmishers aside. The newly arrived troopers hastily formed in line for a charge under circumstances that almost certainly evoked disquieting recollections of the rough handling they had received at Manassas Junction 10 months earlier. Despite those memories, when the formation was completed, sabers were drawn; the order was delivered by the shrill, beating call from a bugle, and once again the Hussars surged forward into the darkness.

At the sound of pounding hooves, the Butternut skirmishers turned and sprinted across the meadow they had occupied, in a desperate race towards the sanctuary of the inky black woods in their rear. Just as the troopers reached the tree line, barely a saber's length behind the fleeing Confederates, the leading horses nose-dived toward the ground, throwing shocked Hussars headlong into the underbrush. Private Maiden Valentine, one of the victims, ruefully recalled later that "the Rebs had stretched telegraph wires from tree to tree...," in preparation for just such an eventuality, "...and we struck it."" Private Valentine needed a number of seconds to gather his wits, but before he could react he found himself staring up the barrel of a .58-calibre rifle. With a carpetbag containing the company records, which had just been entrusted to him by Captain Patrick H. McAteer still in his grasp, the dejected Pennsylvanian was escorted to the rear as a prisoner, where he joined a number of his dazed and injured comrades."

Those of the attackers who saw the fate of the lead riders before it was too late, reined their horses to a stop, quickly sheathed sabers, drew carbines, and resumed the skirmish. It wasn't long before the entire right wing of the Regiment galloped onto the scene and began to get into formation for another try at dispersing the enemy. But just when they were almost ready to wager their lives in another charge, the Hussars* right flank was lashed by volleys of rifle fire, to which the troopers responded with as much accuracy as could be obtained in the dark from the backs of skittish and rearing horses. For 15 or 20 long minutes the combatants, who were revealed to each other solely by the spectral yellowish glare of multiple muzzle flashes, exchanged bullets and curses.

When he heard the first eruption of gunfire. General Elliott, who justifiably (but incor- rectly) surmised that the enemy held the road, deployed his three infantry regiments for a plunge straight down the road. About the time that his initial formation was completed, however, a frantic messenger from the 12th must have reported that the Hussars had managed to clear the road but that assistance to hold back the Rebel force that was filling the woods on the right side of the Pike was desperately needed. Elliott responded by sending the 110th and 122nd Ohio regiments rushing down the Pike in hopes of preserving the Federal escape route.

The outgunned troopers of the 12th tenaciously held their line and kept the Pike open during the time it took the Buckeyes to make their initial faulty alignment and then to march nearly a mile to the point of initial contact Just as the harried troopers were beginning to fear that support would never arrive, the men of the 110th Ohio pounded onto the scene and began forming for a battle that might save, or lose, the entire division. Cognizant that bayonets were preferable to sabers under such circumstances, and having already suffered three killed, a number of men wounded and many more missing in action, the Hussars moved off a few rods to make way for the infantry. Despite the maneuver, the Pennsylvanians soon thereafter became the unhappy recipients of artillery fire inadvertently thrown over the heads of the foot soldiers. The screaming and exploding shells whipped some of the horses into a frenzy of fear, and soon the entire regiment was on the verge of chaos. In order to maintain some semblance of order, the Hussars moved further to the west out of artillery range.

In the aftermath of the battle, both Milroy and Elliott implied in their reports and testimony that the 12th abandoned the field without orders as a result of cowardice. Although it is certainly likely that in his Regimental after-action report Major Titus attempted to put the best possible face on the Hussars' performance that morning, it should be recalled that cavalry had almost never been asked to charge artillery, even during daylight, since the British Light Brigade earned its bloody fame at Balaklava in the Crimean War. Further, instances of cavalry charges against infantry were relatively rare up to that point in the Civil War and unheard of in the dark. More importantly, despite the innuendoes, neither Milroy nor Elliott revealed any plans, which they had for the 12th once the infantry became engaged or that orders were issued to the Regiment that went unfulfilled because the Pennsylvanians had disappeared. Finally, it may legitimately be asked, what more might have been expected of the 12th under the circumstances beyond its accomplishment of holding the Pike open until the infantry arrived?

A more pertinent question to the eventual outcome of the battle may be why Milroy did not, at the first rattle of gunfire, simply turn his entire column to the right, charge the woods en masse, and rout the enemy. Unfortunately for the Federals, the answer probably lies in the fact that at the commencement of the battle their commander was operating on subjective information gathered in real time from his position near the center of his column. Because of the darkness, Milroy had to rely mostly upon the scant information that he could gather by ear." That limited sense initially conveyed only the sounds of a minor spat at the head of his division between the Hussars and just the leading elements of the six regiments, which Johnson began to deploy after stumbling upon the Yankee vanguard. There was nothing about those first few salvos up front which would have warned Milroy that two Rebel brigades were moving into position from the Union left to right along a third of his flank or that the road from Berryville was filled with another brigade of hardened veterans straining to reach the action. The scope of the threat only gradually became apparent to Milroy as each successive Rebel regiment or piece of artillery moved into position along his flank and commenced a raking fire into the midst of his column. As a result, the battle at Carter's Woods (the local name for the area) evolved incrementally from northeast to southwest in a series of somewhat uncoordinated and overlapping conflicts as the Federal commanders responded to the steadily lengthening wall of Confederate fire by engaging, or attempting to flank, newly revealed assailants with the infantry regiments that could be most rapidly shoved into the fray.

Once the cavalry impediment had cleared away, the bluecoated riflemen of the First and then the Second Brigades commenced a valiant effort to either drive the Confederates away from the Pike, or at least keep it open until the men at the rear of the column could pass behind them and on to safety. First into the maelstrom were Elliott's Buckeyes of the 110th and 122nd Ohio who made three separate charges that carried them to the very edge of the railroad cut that the Rebels were using like a huge entrenchment. The Yankees had the guts to claw their way almost to within bayonet range of their adversaries, from where point-blank volleys were exchanged, but lacked the numbers and the flank support to disperse the Rebel formation. After pinning the Butternuts in the cut for nearly an hour, the Ohioans, allegedly under Milroy's orders, left the field and marched off toward Harpers Ferry.

The efforts of the Second Brigade commenced with the second advance of the Buckeyes on their left. The 87th Pennsylvania went in first but was forced to pull back when the 18th Connecticut mistook the York County boys for the enemy and began to fire into their backs. After those two regiments were realigned and then joined by the 123rd Ohio, all three made two more attempts to smash the Confederate line. Each successive assault foundered in front of a stone wall and the railroad cut which gave the Rebels an almost impregnable defensive position. In the confusion that followed the last attempt, some of the 87th Pennsylvania broke and fled while most of the rest of the Union Second Brigade was captured when the Confederate Stonewall Brigade crossed the railroad and swept in on the Yankees' exposed left flank.

Had Milroy been able to effectively thrust his remaining five unbloodied infantry regiments into the contest, the Rebels might still have been driven away and the entire command saved. Unfortunately for the Yankees, the potential firepower carried by the balance of the division's riflemen was squandered, either as the result of Milroy's hope that the rest of his column could safely pass behind the combatants on the front line or through the "fog of war." The 116th Ohio and the 12th West Virginia were initially deployed to take a supporting position behind the Second Brigade, but before they could join the fray, the regiments in front of them were broken. Rather than surrender. Colonel James Washburn of the 116th Ohio led both regiments down a back road away from the fight and toward the position occupied by the Hussars.

The trailing Third Brigade added little toward the salvation of the Federal division. Colonel McReynolds sent the 67th Pennsylvania and 6th Maryland across the railroad in hopes of assaulting the Confederate left flank but the Rebels, aided by the steadily rising sun, were able to spot the movement and redeploy their forces to meet the challenge. The Pennsylvania boys became easy prey for the advancing Butternuts when they abandoned their formation and began to ransack a nearby farmhouse and barn. Many were shot down in the barnyard and almost all of the rest were captured. Seeing the fate of their comrades, the men of the 6th Maryland scurried off to safety around the Confederate far left flank."

The other component of Colonel McReynolds' plan to save the division envisioned a cavalry charge around the enemy's left flank and rear to be made by the 13th Pennsylvania. The other cavalry regiment from Pennsylvania failed to rise to the challenge.28 As they attempted to trot into position, the 13th was subjected to intense artillery fire similar to that which had battered the rest of the Union line, including one blast that allegedly slaughtered, but probably only scattered, almost an entire company.

Whether it was artillery or a volley of rifle fire from approaching enemy infantry as claimed by one of the troopers in the ranks, the entire regiment's horses were thrown into a panic. Faced with this new threat, the 13th's officers became confused about what to do next. The dilemma was resolved to their liking when "...an [unidentified] officer dashed in among us and gave orders for every man to get away as best he could. This order ended all discipline, and away we went, every one looking out only for himself, ..and as we left the field of battle farther and farther behind us, the noise became less and less until it died out altogether. We thus continued to madly dash on, but to where we knew not. We had only one object in view, and that to escape from our enemy. Major Michael Kerwin chose a more delicate explanation for the behavior of his regiment, "Seeing no other cavalry on the field, we withdrew toward Charlestown...."

The men of the 1st New York Cavalry, who had originally been detailed to act as the rear guard, and who sat atop their horses and watched at least part of the disintegration of the rest of their brigade, held the Federals' last hope for liberating the column." Minute after agonizingly long minute dragged by as Lieutenant Colonel Alonzo W. Adams and his troopers chafed under artillery fire that delivered shell after exploding shell over their heads while they waited in column for orders from the elusive McReynolds. Probably fearing that if he didn't attack soon that his men would break and flee, the lieutenant colonel moved his regiment "...forward at a trot until we reached a point from a quarter to a half mile in advance of my former position on the left of the road [and perhaps behind the rest of the brigade which was moving toward the railroad], and, as I believe, within 500 yards of the enemy, where I found an open field, ..and where I formed a line of battle.

Apparently, when the formation was completed "...the order rang out, 'Draw sabres! Forward! Trot!' The men gathered their reins, grasped firm hold of their sabres, fixed themselves firmly in their saddles, clenched their teeth, and spurred their horses into a gallop....They came within range of the infantry firing. But that line was too strongly posted. It would have been a grand charge, like that of the Light Brigade..., but at a fearful sacrifice of life, with nothing to gain but the name.... But just then some one with some sense, either a staff officer or some junior officer of the regiment, appeared at the head of the column and ordered it off to the left."

Lieutenant Colonel Adams and historian Beach disagreed on the reason why the New Yorkers peeled off to the left rather than "do and die." In his original report, Adams wrote that it was a maze of telegraph wires stretched between the trees that prevented an attack. In Beach's version it was a near mutiny, similar to one that occurred during the retreat from Berryville on June 13, which kept the New Yorkers on their way.

It is doubtful that the series of maneuvers Adams ordered next, in response to the alleged dissension in his ranks, helped to restore his men's confidence. The lieutenant colonel led the New Yorkers back into a field on the left of the Pike. When the Rebel gunners once again found the troopers' range, the regiment was moved one hundred yards to the left. Still without orders, the hapless horsemen were made to shift position three more times. The bobbing and weaving only ended after the 116th Ohio and the 12th West Virginia were ordered to retreat to the northwest, and the troopers from New York were sent along to guard their rear.

Practically speaking, the battle at Carter's Woods, and/or Second Winchester, was over when the New Yorkers aborted their charge, leaving only the desperate flight of the Federals who managed to escape and the accumulation of those who had not. Colonel Keifer of the 110th Ohio provided a sad postscript to the battle when he described the final, ftitile, fight of the day. "Lieutenant Weakley with sixty men was left upon picket [on Apple Pie Ridge], in consequence of his whereabouts not being known to me, and a false report that he was with the wagon train.The lieutenant, with most of his men, were left at their post on picket, and alone engaged the enemy at Winchester on the morning of the 15th. After a most gallant resistance, they surrendered.""" Weakley's men would not feel lonely and abandoned for long.

NOTE: The following information is from the book titled: "Leather & Steel"
"The 12th. Pennsylvania Cavalry in the Civil War"
Author: Larry B. Maier
[Permission Granted] October 18,2002
Publisher: Burd Street Press publiscation
Burd Street Press
Division of White Mane Publishing Company Inc.
Shippensburg, Pa. 17257-0152 USA

ALL RIGHTS RESERVED-No part may be reproduced in any form without permission in writing from the publisher,
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