The Campaign Begins: The Battle of Brandy Station

Late in May, Hooker became concerned that General Lee was planning a raid into the North. Because Hooker was uncertain of the disposition of Lee's army, he ordered Pleasonton's cavalry to seek out and engage the Confederate cavalry. This concern resulted from some good intelligence work by Col. George H. Sharpe, deputy provost marshal in charge of the Bureau of Information at Hooker's headquarters. On May 27, 1863, Sharpe tendered a report indicating the Confederates were preparing to launch a major offensive and pinpointed the location of Jeb Stuart's cavalry in Culpeper County, Virginia. Sharpe reported the Confederates were planning a campaign of "long marches and hard fighting, in a part of the country where they would have no railroad transportation."38 On June 5 Buford reported he had learned that all of Stuart's cavalry was concentrated in Culpeper County and poised to launch a raid.39 In response, Hooker ordered Pleasonton to send Buford to reinforce the Second and Third Cavalry Divisions, to drive the enemy cavalry across the Rappahannock, and, if possible, out of Culpeper Court House and across the Rapidan River, about ten miles south of town.40

This was no small task for the Union cavalry, who had had little success against Stuart through the first half of the war. By June 7 Hooker had become aware that Lee's army was moving somewhere, although it was not known where. Hooker ordered Pleasonton to attack near Brandy Station, to "disperse and destroy" Stuart's force and to destroy its trains.41 Buford had been given an estimate that the size of the Confederate force was 20,000, but nobody knew exactly how large it was. Pleasonton ordered 10,000 Union cavalry to advance on Brandy Station, where Stuart had just undertaken on June 5 one of the grandest military reviews yet seen on the North American continent.

Hooker assumed that there was no sizable force of Confederate infantry in the area. Stuart's cavalry had been sent to Brandy Station to cover the march north of Richard S. Ewell's and James Longstreet's corps. John Bell Hood's division of Longstreet's corps was en camped at Raccoon Ford on the Rapidan, an easy march to Brandy Station.42 The march was scheduled to resume on June 10.43

More than just Stuart's normal command was present at Brandy Station. Hooker was not aware that the commands of Brig. Gens. Beverly H. Robertson and William E. "Grumble" Jones also were present, having returned after being detached for duty else where.44 Unaware of the danger awaiting his cavalry at Brandy Station, Hooker sent along two brigades of infantry under Brig. Gens. Adelbert Ames and David Russell.

The terrain around Brandy Station was in fields and woods, but it also lent itself to rapid movement by large bodies of mounted troopers because of its well-defined road network. Near the railroad station that gave the settlement its name is a long ridge called Fleetwood Hill, on a north/south axis. Stuart had his headquarters atop this prominence overlooking the area around Brandy Station. Several fords across the Rappahannock also allow for easy crossings.

Pleasonton's plan for his attack had been well thought out, but turned out to be flawed. Neither Pleasonton nor Buford knew that Stuart's men were encamped around Brandy Station. They believed that Stuart's force was at Culpeper, five miles away. The Federals would be surprised on June 9 to find the Confederates awaiting them on the other side of the Rappahannock.45 On the night of June 8, the Union cavalry camped prior to attacking. Buford and his men were to cross the river at Beverly Ford, where they assailed elements of the 6th Virginia Cavalry on picket duty. That day, the First Brigade was under Col. Benjamin F. "Grimes" Davis, of the 8th New York. Davis had become famous in the aftermath of Jackson's capture of Harpers Ferry during the 1862 Maryland Campaign when, refusing to surrender, he had led 1,500 Union cavalry on a dangerous escape. This feat had led to his promotion to brigade command, and he had served in that capacity with distinction.46

Col. Thomas Devin, center with beard.

Buford's men were to ride to Brandy Station, where they were to meet Brig. Gen. David McM. Gregg's command, which had crossed the Rappahannock down river at Kelly's Ford. The timing and coordination of the attack had been carefully planned, and the weather also cooperated, as a ghostly white mist settled over Beverly Ford during the night, providing cover for the attack then massing.47

At dawn the vanguard of Buford's division splashed across the ford and fired the opening shots of battle. Troopers of the 8th New York, of Davis' brigade, caught the 6th Virginia pickets by surprise, and Buford's attack quickly drove the Confederates back toward St. James Church by the sheer momentum. Many Confederates were asleep at the time of the attack; others were cooking breakfast. As Buford's men closed on their camps, Confederate officers turned out their commands and ordered them to "horse. "48

As the 8th New York chased fleeing Confederates through the woods, the 6th Virginia arrived to reinforce the hard pressed pickets. The regiments also had ben taken by surprise. Sleepy troopers took to their mounts after hearing the sounds of firing from the ford. Men of the 6th Virginia countercharged the Union Cavalry, many of the men being without their coats and some even without their saddles.49 The charge of the6th Virginia caused heavy losses. Colonel Davis, leading the Union attack, had emptied his revolver in the process and was swinging his saber when he was mortally wounded as he shouted orders to the 8th New York to stand firm against the Confederate onslaught.50 To avenge the loss of its leader, the adjutant of the 8th New York singled out a Confederate sergeant whom the adjutant mistook for Davis' assailant, and attacked ferociously with a saber, splitting open the Confederate's skull midway between eyes and chin.51

Davis' death took some of the steam out of the Union attack, and the 8th New York, now leaderless because of Davis' death, lost its way in the woods. Davis was succeeded in brigade command by Maj. William S. McClure of the 8th Illinois. Without Davis' leadership, the 8th New York pulled back to regroup. The 8th Illinois, the next regiment in Davis' column, unable to fight its way back because of the retreat of the 8th New York, dismounted and held off Grumble Jones' counter attacking 6th Virginia long enough for the rest of the Union column to regroup and prepare for another at tack. Buford's attack was so sudden and fierce that it nearly succeeded in capturing four batteries of Stuart's horse artillery. They escaped only because Capt. James F. Hart of the Washington (South Carolina) Artillery positioned one gun on the Beverly Ford Road and provided covering fire for the retreat of the rest of the cannon. Seeing the danger to the guns, General Jones deployed his command in line of battle in an effort to buy time to protect the guns from the Yankee attack.52 Stuart's batteries unlimbered again east of St. James Church on a ridge they would hold for much of the morning's fight. The Confederate batteries kept up a steady fire, helping to repulse repeated Union attacks on the St. James Church position.53

By this stage of the battle, Pleasonton had not reached the battlefield and had little knowledge of the fight then raging. At 6 a.m., he sent a dispatch to Hooker: "Enemy has opened with artillery, and shows some force of cavalry. Had a sharp skirmish. Col. Davis, commanding Second Brigade, First Division, led his column across, and was badly wounded.54 Calling the action at St. James Church a "sharp skirmish" did not do it justice.

Seeing the approaching Union troopers and recognizing the danger his command was in, Grumble Jones committed the last of his reserves to the fight. In an effort to secure his flanks and rear, he sent the 11th and 12th Virginia regiments, as well as the 35th Virginia Battalion, to his battle line centered on St. James Church.55 The deployment of these additional forces to the left and right of the guns was to insure their security. As two of Maj. Robert F. Beckham's guns were about to be captured by Devin's and McClure's advancing cavalry, spearheading Buford's attack on the St. James Church position, the remaining cannon opened fire with a tremendous roar, ripping gaps in the ranks of the attackers. The Federal cavalry scattered to escape the worst of Beckham's canister and tried to pick off Confederate artillery men.56 The adjustment in tactics again left the guns open to capture.

General Jones, in desperation, ordered the 12th Virginia to charge the Yankees massed around the two howitzers, and a savage hand-to-hand battle ensued. The chaos enabled the guns to be Timbered and fall back to safety among the rest of Beckham's guns, where they were unlimbered and resumed firing. The advantage gained by the 12th Virginia was short-lived. Frustrated at losing the two guns, McClure's and Devin's troopers turned their attention to the 12th Virginia, which suffered a number of casualties. 57

Recognizing he was about to be overrun and desperately hoping Stuart would arrive with reinforcements, Jones sent the 35th Virginia Battalion and the 11th Virginia charging into the midst of the Federal attackers. The charge was so determined that the blue coats faltered, and McClure's troopers fell back through the woods onto the oncoming columns of Devin's brigade. McClure's troopers eventually retired all the way to the Rappahannock. The charge of the 35th Virginia Battalion also drove Devin's supporting troopers 100 yards back into the woods.58

Devin's brigade now formed line of battle and charged the Virginians. The Federal attack drove the gray cavalry back toward the west.59 The fight in the St. James Church woods was severe and hand-to-hand in many places. More than twenty-five Union officers and men were captured and sent to the rear by the 35th Virginia Battalion. The fight was much harder than Union officers had expected, and Buford had been surprised to learn that the commands of Jones and now Hampton were on the field.

Hearing the sound of the guns while drinking his morning coffee, Jeb Stuart hurried off to the sound of the firing. He reached St. James Church, after a gallop at the head of Hampton's brigade. As Stuart and his aide, Maj. Heros von Borcke, approached St. James Church, they encountered Confederate stragglers, who shouted, "The Yankees are in our rear! Everything back there is lost!"60 Brig. Gen. W. H. F. "Rooney" Lee was not far behind. Coming up from Welford, he also rushed to the sound of the guns. Thus, Jones' hard-pressed command received reinforcements at a critical moment. Seeing the fierce fight, Stuart ordered Hampton's men into the line of battle to the right of Jones, facing north. To flush the Federal cavalry from the woods, Hampton ordered some of his horse soldiers to dismount and sent them forward as skirmishers. Before long several hundred of Hampton's command were fighting dismounted.61

Rooney Lee's command fell into line to the left of Jones. extending to the north. Parallel to Lee's position was a stone wall that served as a strong defensive position. Lee dismounted and posted some of his troopers along the wall and others behind the line on a ridge, which offered excellent fields of fire at advancing Federals and afforded Lee's people an opportunity to fire into the flank and rear of the Union position.62 The Confederates awaited the next attack with a strong defensive stance, some of their best troops on line, and with their chieftain in personal command. The position, following the lay of the land, was L-shaped, with the two wings of the line almost at right angles to each other.63 The Confederates from this ground fended off a number of uncoordinated, piecemeal attacks by Union cavalry. By this time Buford and Pleasonton were on the field, searching for weak points in the Confederate line. Deciding to attack, Buford ordered the Reserve Brigade forward, supported by Ames' infantry brigade. Buford deployed the Reserves in line of battle alongside McClure's and Devin's brigades with the infantry regiments on either flank. In the pause, while the fresh troops were being organized and arrayed in line of battle, Buford called up his artillery.

A vigorous counter-battery duel erupted. Now under the cover of artillery fire, Buford sent his lines forward, supported by the deadly fire of the longer ranged rifle- muskets of the infantry. Beckham's guns soon found the range and disabled several Union cannon manned by the redlegs of Companies B and L, 2nd U.S. Artillery. About 10 a.m., Hampton's command charged, forcing back the Union line of battle. Fearing he would be flanked by Hampton's advance, Buford ordered the 6th Pennsylvania and the 6th U.S. forward with drawn sabers. Riding knee-to-knee, the charging Federal cavalry homed in on one of Beckham's batteries located at the point where Hampton's command connected with Jones'. The men of the 6th made "a dash of conspicuous gallantry" across an open field a half-mile wide. The Pennsylvanians were shredded by the fire of the dismounted Confederates, taking 146 casualties in the charge.64 The Regulars pressed on through a barrage of canister. Color sergeant after color sergeant was shot as the Regulars advanced.

Capt. James F. Hart of the Washington (South Carolina) Artillery remembered the Federal charge by saying that "[never rode troopers more gallantly than those steady Regulars, as under a fire of shell and shrapnel, and finally of canister, they dashed up to the very muzzles, then through and beyond our guns, passing between Hampton's left and Jones' right."65 J. N. Opie, 6th Virginia, wrote later that "In this battle the Federal cavalry fought with great gallantry, and they exhibited marked and wonderful improvement in skill, confidence and tenacity."66 Major Morris, commander of the 6th Pennsylvania, was captured during this at tack, when he and his horse (as well as those of several other members of his command) failed to jump several deep ditches fronting the Confederate positions. The 2nd U.S. suffered 66 killed or wounded out of 225 present for duty during the day's fight."67

Brig. Gen. David M. Gregg (seated at right) and staff

Buford's attack drove the Confederates back but eventually stalled. A Confederate counterattack captured a number of prisoners from both regiments, and the survivors fell back to the Union lines, shattered by the toll of the charge. Union artillery blunted Hampton's pursuit, and a lull in the fighting occurred. Buford was so impressed by the performance of the 6th Pennsylvania that he henceforth called them his "Seventh Regulars."68 His unpublished report of the battle states that, when the Reserve Brigade made its charge, "[o]ut flew the sabres, and most handsomely they were used."69 At 11:30 a.m., Pleasonton wired Hooker: "All the enemy's force are engaged with me. I am holding them until Gregg can come up. Gregg's guns are being heard in the enemy's rear." 70

It was nearly noon, and Buford's troopers had been fighting constantly since dawn. Nobody had expected a fight of the magnitude that had occurred, and neither side was willing to quit. Both Stuart and Pleasonton used the lull to redeploy under the broiling sun, while also employing the opportunity to recover dead and wounded comrades. At that moment, as Stuart prepared for the kill, the sound of fighting to his rear shifted his attention away from Buford.

Brig. Gen. David M. Gregg's Second Division of Union cavalry had gotten behind Stuart to the southwest of St. James Church before finally being seen. A protracted and desperate fight broke out along Gregg's front. Pleasonton used the opportunity to wire an update to Hooker. Finally realizing the size and strength of the enemy facing him, Pleasonton reported to Hooker large numbers of Confederate cavalry (reported to be 30,000 strong by Confederate prisoners) faced him, and asked to have "a good force" of the Fifth Corps sent to his aid."71 Gregg's attack faced stiff resistance, and the fight grew desperate on his front when Col. Alfred Duffie's division advancing on Stevensburg joined the attack.72 Eventually, Stuart drove Gregg back and checkmated Duffie, allowing Stuart to refocus his attentions on Buford and his command.

Stuart detached Hampton's and most of Jones' brigades to fight Gregg, but Buford had hesitated to send his own command forward. Possibly ordered to do so by Pleasonton, Buford had assumed a defensive posture while Gregg's fight raged. Buford used the opportunity to extend his lines in an effort to outflank Rooney Lee's position and had taken a position that threatened to envelope Lee's lines.73 A successful attack by Buford would have placed him in the rear of Stuart's position, in an excellent position to rout the Confederate cavalry, but at 4 p.m., Rooney Lee attacked, pushing forward skirmishers to flank Buford's position and to interdict his lines of communication and retreat across Beverly Ford. Some of Lee's sharpshooters took positions be hind a stone wall and peppered away at Ames' infantry, who had moved into position to support the attack of Buford's troopers. Buford approached officers of the 3rd Wisconsin of Ames' brigade, and asked, "Do you see those people down there? They've got to be driven out." One of the Wisconsin officers responded that he believed the enemy's force greatly outnumbered that of their own. Buford responded, "Well, I didn't order you, mind: but if you think you can flank them, go in, and drive them off.74

Many infantrymen refused to take orders from cavalry officers, believing them to be prima donnas. Impressed with Buford's demeanor and calm manner of command, however, several companies of the Wisconsin infantry, screened from Lee's view, crawled around Lee's flank until they gained ground from where they could enfilade the Confederates. When in position, the flankers popped up and unloosed a killing fire on Lee's position. The 'infantry then retreated to Buford's line. Emboldened by the success of the infantry, Maj. Henry C. Whelan, now in command of the 6th Pennsylvania, ordered his regiment to charge the Confederates. The Federals rode toward the 10th Virginia through a storm of small arms and artillery fire and slowly pressed back the Virginians. Major Whelan described the charge as "decidedly the hottest place I was ever in. A man could not show his head or a finger without a hundred rifle shots whistling about. . . . The air [was] almost solid with lead ."75 The Pennsylvanians pressed forward until they were met by a countercharge of the 9th Virginia.

Lost in this charge was Capt. Wesley Merritt, who, along with his comrades in the 2nd U.S., supported the Pennsylvanians. The Regulars hit the 9th Virginia in the flank and slowly pressed them back. In the melee, Merritt, who had drawn his saber, found himself in a duel with a tall Rebel officer who may have been Rooney Lee himself. Merritt lost his hat in the fight and suffered a saber wound in his left leg.76 Several Rebels called for Merritt to surrender, but the audacious Merritt called for their surrender instead. The Confederates held back, and Merritt escaped. His bravery so impressed Pleasonton that he began watching Merritt for his potential as a brigade commander.

The fight ebbed and flowed, with many Virginians being shot or sabered from their saddles. The reserves seemed to be carrying the day and with it the prospect of a Union victory. Rooney Lee now threw in his reserve, the 2nd North Carolina, as well as elements of the 10th Virginia and Lee's final uncommitted unit, the 13th Virginia. Elements of Col. Thomas Munford's brigade were on their way to Lee's aid. The additional forces blunted the force of the Union attack, but the toll was heavy. The Federals, low on ammunition, drew their sabers, and a wild fight raged as the troopers fought savagely.77 During the fight with the Regulars, the commander of the 2nd North Carolina, Col. Solomon Williams, was shot dead, and Rooney Lee was wounded in the thigh. This fight checked the charge of the Regulars, who fell back to their original position. Deprived of their leaders and harassed by Buford's artillery and sharpshooters, the Confederates did not press their advantage, and retired to Fleetwood Hill.

Earlier in the afternoon General Hooker gave Pleasonton discretionary orders allowing him to with draw if he felt it was necessary. By 5 p.m. Pleasonton's command had been fought out, and he decided to exercise the discretion given him by Hooker. Covered by Ames' infantry, Pleasonton ordered Buford's command to cross back over the Rappahannock at Beverly Ford where his men had fired the battle's first shots twelve hours earlier. By nine o'clock, the retrograde was complete and the Battle of Brandy Station had ended. Pleasonton's command camped that night on the ground where many of its men had spent the previous night. By this time, Robert E. Lee himself, with a division of infantry, had arrived on the scene, prepared to repulse any renewed Yankee attacks.78 As night fell, Pleasonton reported to Hooker that a large force of Confederate infantry had been sent from the Culpeper area at the height of the battle to bolster Stuart's horse soldiers, thereby achieving the objective of determining the whereabouts of some of Lee's infantry. While Pleasonton failed in his mission to seek out Stuart's command, force a fight, and hound the Rebels, the blue cavalry had nothing to be ashamed of. For the second time in the war, it had gone toe to toe with Stuart's cavalry and had given as well as it had gotten. Pleasonton's report concluded by stating: "Buford's cavalry had a long and desperate encounter, hand to hand, with the enemy, in which he drove handsomely before him very superior forces. Over 200 prisoners were captured and one battle flag. The troops are in splendid spirits, and are entitled to the highest praise for their distinguished conduct. "79 The commander later reported Buford's loss at 36 officers killed, wounded, and missing, and 435 enlisted men killed, wounded and missing, for total casualties in Buford's division of 471, heavy toll.80

Later that night the Confederates opened on Pleasonton's rear guard with rifled guns, indicating that they had been reinforced by infantry. Confederate Maj. Gen. Robert Rodes' division of infantry reached the area as Buford's men were withdrawing.81 The presence of the Confederate infantry confirmed the suspicion that Lee's infantry was nearby and prepared to march. Pleasonton's troopers had allowed Hooker to find major elements of Lee's army and to follow its advance north.

Brandy Station, in so far as numbers, was the largest cavalry fight to occur in North America. The battle had been a draw, although Stuart held the field at the end of the day. It was "a passage of arms filled with romantic interest and splendor to a degree unequaled to anything our [Civil War] produced."82 For more than twelve bitter hours, Buford's troopers were engaged with an enemy that outnumbered them insofar as cavalry is counted. Nevertheless, and for the second time in the war, Federal cavalrymen slugged it out with Stuart's men and fought them to a stand off. One Union officer wrote five days after the battle: "I am sure a good cavalry officer would have whipped Stuart out of his boots, but Pleasonton is not and never will be that."83 Despite this belief, the morale of the blue troopers improved after Brandy Station. They would need it as the Gettysburg Campaign unfolded.

Aldie, Upperville and Middleburg: On the Road to Gettysburg

The fight at Brandy Station gave Hooker the information he needed. He now knew Lee's army was concentrating in Culpeper County and on June 10, Lt. Gen. Richard Ewell's corps started north. In response, Hooker set the Army of the Potomac in motion. While he did not know Lee's ultimate objective, Hooker was under orders to keep the Army of the Potomac between Lee and Washington.

On June 13 Colonel Gamble rejoined the army and assumed command of the First Brigade of Buford's division, succeeding Grimes Davis. Maj. Samuel H. Starr of the 6th U.S., who had served with distinction in the pre-war army, assumed command of the Reserve Brigade. Starr's tenure was to be short-lived.

As Lee's army marched north, its cavalry units were posted east of the Blue Ridge Mountain gaps to hold them and to prevent Union cavalry from ascertaining the army's precise location. The commands of Col. Thomas Munford (leading the brigade of the ill Fitzhugh Lee) as well as the commands of Grumble Jones and Robertson, now joined by the partisan rangers of Maj. John Singleton Mosby, were suited to this service and patrolled the Loudoun Valley west of the Bull Run Mountains as Lee's infantry marched north. A series of small but important cavalry clashes occurred along the roads to Gettysburg, with Buford's division often in the middle of the fighting.

As Buford's division headed north, it was re-equipped with Sharps carbines, highly prized for their ability to be reloaded quickly. The Sharps was an accurate .52 caliber, single-shot, breech-loading carbine. Some 90 percent of Buford's division were issued Sharps, while remaining elements of the division drew similar, single- shot breech-loading carbines, such as the .54 caliber Burnside, Smith, Merrill, and Gallagher, and the .52 caliber Ballard carbine. This new weaponry would play a major role at Gettysburg.84

On June 16 General Hooker ordered Pleasonton to proceed west to Aldie Gap in the Bull Run Mountains. Gregg's division led the advance, followed by Buford's. Beyond Aldie the troopers were to press on and force the Blue Ridge gaps in an effort to locate Lee's army. On June 17 Pleasonton's command arrived at Aldie Gap and encountered Munford's cavalry brigade. Gregg's division fought a harsh engagement with Stuart's troopers there, capturing sixty-three prisoners and driving the Confederates from the gap. The Union forces suffered 305 casualties, and gained the knowledge that there was no Confederate infantry nearby.85 A detached regiment of Gregg's division, under Col. Alfred Duffid, arrived at the town of Middleburg, Virginia, during the afternoon of the 17th, and discovered enemy horse soldiers. In addition, Pleasonton dispatched Devin's brigade on a scouting mission towards Thoroughfare Gap. Devin was a fighter, not a scout, and his brigade failed to detect the passage of a force of Jones' brigade through the sector. As a result, Duffid and his troopers had a hard fight in the streets of Middleburg and were driven from it by Stuart's troopers, who held the town.86 Duffie, who had not performed well at Brandy Station, was relieved of command after his failure at Middleburg. He would never again lead troops in the Army of the Potomac.

Pleasonton also dispatched Gamble's brigade, along with Lt. John H. Calef's battery, to reconnoiter from Aldie toward Snicker's Gap, a march of ten to twelve miles over rough terrain. Gamble ran into Tom Munford's cavalry command at the town of Philomont, and was forced to return to Aldie after a sharp skirmish.87 Gamble's first performance as a brigade commander did not foreshadow the fine performances that he would have during the remainder of the campaign.

On June 19 Pleasonton detached Gamble's brigade from Buford's division and assigned it to Gregg's division. Pleasonton then sent three brigades, including Gamble's, toward Middleburg to drive the Confederates from the town, and then sent a force beyond Upperville to Ashby's Gap.88 Once in sight of the town of Middleburg, Gamble's command, along with the Reserve Brigade, split off to the north, toward the hamlet of Union, in an effort to outflank the Confederates and get into their rear. Gregg ordered his brigades to charge, and a fight broke out west of Middleburg the Confederates matched saber charges with the Union cavalry.

While the horse soldiers clashed west of Middleburg, Gamble's command was involved in a sharp fight while reconnoitering the Confederate positions. Stuart's scouts detected Gamble's flanking movement, and Munford sent Col. Thomas Rosser's 5th Virginia to meet Gamble's movement. Arriving at a crossroads called Pot House at New Lisbon, Rosser found Gamble's men deployed in line of battle, with skirmishers thrown forward. Rosser dismounted some of the 5th Virginia and assumed a defensive stance behind stone walls. Gamble, employing the superior Union horse artillery of Calef's battery, dispersed the Confederates with a few well-placed shells. Rosser's troopers retreated into the woods, and Gamble's command pursued them for several miles toward the town of Upperville before withdrawing as a result of being overextended from their available support. Deploying in line of battle, and under fire from the Confederate horse artillery, Gamble had driven the Confederates from two strong positions behind stone walls.89

On June 20 Pleasonton ordered his Cavalry Corps to attack Stuart's positions near Upperville. Buford's division was given the task of flanking the Confederate left, a mile north of the Little River Turnpike at Goose Creek, and to drive the Rebels as far as possible. While Buford executed this attack, Gregg's division, supported by the Third Brigade, First Division of the Fifth Corps, under Col.. Strong Vincent, would attack Stuart's center to prevent him from reinforcing his left. If successful, Gregg and Vincent would capture Upperville and then penetrate Ashby's Gap. The plan had one flaw-Pleasonton did not know that Grumble Jones's brigade had arrived along the Goose Creek line to reinforce Col. James R. Chambliss' brigade (Chambliss had replaced the wounded Rooney Lee as brigade commander) and that Buford's attack, instead of bitting an exposed flank, was destined to encounter two Rebel brigades.90

The rest of Buford's command, with only two hours to prepare for the attack, left Aldie tired and hungry. Riding westward through a steady drizzle, Buford and his men reached Middleburg at 7 a.m., June 21, and turned north toward Goose Creek. Buford's men soon neared Goose Creek, left the road, and headed west. While battling difficult terrain and mud, they encountered Jones' pickets. Buford soon realized that instead of sweeping around an unguarded flank he had come up to "the enemy .... in a position where I could not turn them."91 In addition, the area selected by Buford for his attack was filled with ditches and stone walls, which effectively halted the attack.92

Prudently Buford ordered a countermarch to a location that permitted him to ford Goose Creek at a lightly guarded crossing on the Union road. Under fire from Jones' pickets, Buford's men crossed Goose Creek and drove them. Still hoping to flank Jones, Buford recrossed Goose Creek to the south near a small town called Millville, where his troopers encountered reinforcements sent by Jones in the form of the 11th and 12th Virginia, the regiments Buford had engaged so heavily at Brandy Station.

The Reserve Brigade was detached by Pleasonton for the fight and sent to reinforce General Gregg's column that, advancing from Middleburg, had forced Hampton's horse soldiers to abandon their Goose Creek line and fall back on Upperville. Around 3 p.m., the 1st and 6th U.S. led the attack up the Little River Turnpike, where they were met by a furious attack by Hampton's brigade, now reinforced by Robertson's, which had repulsed Gregg's initial attack and moved forward as a result. The 6th U.S. performed poorly, retreating after firing only one volley, while the 1st U.S. fought hard, incur ring fifty-three casualties in the brief fight. Pleasonton ordered the rest of the Reserve Brigade dismounted, and sent it forward under the command of Capt. Wesley Merritt. Hampton thought that the dismounted Regulars were infantry advancing upon his position and ordered his command to withdraw behind the town of Upperville, where Stuart had ordered his command to concentrate.

The fire from the Confederates slowed Buford's approach, and the Reserve Brigade was detached from his command, sent south across Panther Skin Creek, and reported to General Pleasonton during this phase of the action. Buford also was unable to locate Gregg's force, as ordered. In the interim, Stuart ordered Jones' and Chambliss' commands to withdraw to Ashby's Gap, leaving the I 11th and 12th Virginia behind to fight a rearguard action and slow Buford's approach. In an attempt to outmaneuver the Confederates, Buford again tried to outflank them to the southwest with the Confederates contesting the movement all the way across rough, muddy farm fields.

Looking for a more expedient route, Buford spotted the wagons of Jones' brigade and ordered Gamble's brigade to charge the Confederates along the road being taken by the wagons that the farm road that Gamble's people had taken intercepted. Gamble found the Confederates strongly positioned around the road, supported by a battery of artillery. The 8th Illinois, 3rd Indiana, and 12th Indiana-900 strong-charged. Formed in line, they attacked the Confederate guns amid a storm of case and canister, drove the Confederate artillerists from their guns, and engaged in hand-to-hand combat with two brigades of Stuart's cavalry-Jones' and Chambliss'. Outnumbered, Gamble's men withdrew behind a stone wall, dismounted, and repulsed several charges by Stuart's men. During the melee, the Confederates recovered their guns and withdraw them to safety.93 Buford watched this charge anxiously, muttering that it was rash. When the charge ended, Buford stated "I'll be damned , if I can't whip a little corner of hell with the First Brigade!"94

The Confederates attempted to outflank Gamble's position. Gamble deployed a squadron of the 8th Illinois and a squadron of the 3rd Indiana to cover each of the flanks. These units were able to hold against sharp attacks by virtue of their quick firing, breechloading carbines. During the fight, artillery support came up, and the 8th New York was sent forward as reinforcements. Jones' attack was slowed and then halted by the combined artillery and carbine fire. Seeing the Union position was strong, the Confederates retreated toward Ashby's Gap via a side road, followed at a respectful distance by Gamble's and Devin's horse soldiers."95 As sunset approached, Buford ordered scouts to the top of the Blue Ridge, from where they had a view of the Shenandoah Valley on the other side. Seeing a big Confederate camp, Buford knew at least one of Lee's infantry corps lay nearby. Buford relayed this information to Pleasonton, who in turn forwarded it to Hooker, who failed to act upon the information promptly. Buford then withdrew to the town of Upperville, where his men encamped for the night.96 The First Division had had a tough fight. Gamble's brigade alone suffered forty-four casualties, and Colonel Gamble's horse had been shot out from under him during the charge upon the Confederate guns. In describing the fight, Buford stated that "I cannot conceive how men could have done better." 97 Pleasonton called the day's fighting "splendid-but the rebels were stiff as pokers, & disputed every inch. I never saw them so hard to move before."98

In four days of intermittent fighting, Buford's division performed admirably. The men's use of their new carbines made them a force to be reckoned with. While Buford's command did not drive the Confederate cavalry from the field, they did cause Stuart to retreat on a number of occasions, and also obtained the critical intelligence that Lee's army was on the move north ward. One Confederate observer wrote that while the Union cavalry still was not as good as Stuart's. the "improvement in the . . . [Union] cavalry ... became painfully apparent in the fights around Upperville."99

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