Second Antietam
The Pursuit of Lee from Gettysburg to Falling Waters

Thomas D. Gilbert


        At about 11:00PM Friday, July 3, 1863, Confederate Brigadier General John D. Imboden received a summons to General Robert E. Lee's headquarters.  Imboden and his independent cavalry brigade had been engaged for the past few days in patrolling the army's rear and destroying a few bridges, but at the same time incurring Lee's wrath by lagging too far behind the advance. (1) The brigade had at last arrived in the vicinity of Gettysburg just before the climatic events of the battle took place and had taken no part in the final attack. Imboden's command, however, was not to be left out.  It was about to receive its most important assignment of the entire war.

       Imboden may have expected a reception by his commander not unlike that recently received by fellow cavalryman J. E. B. Stuart after his long absence.  It was, however, the comparatively fresh condition of Imboden's brigade that had prompted Lee to send for him.  Lee advised Imboden, "We must now return to Virginia.  As many of our poor wounded as possible must be taken home.  I have sent for you, because your men and horses are fresh and in good condition, to guard and conduct our train back to Virginia."  In addition to the wounded, which included Generals Hood, Hampton, Pender, and Scales, Imboden was given charge of most of the army's wagons.  These contained the fruits of several days' foraging in Pennsylvania.  Lee instructed Imboden to move along the Chambersburg Pike through Cashtown and then by way of Greencastle to Williamsport, Maryland.  Near there, he would cross the Potomac at Falling Waters.  He was ordered not to halt for any reason along the forty-mile route.  Lee reinforced Imboden's force of 2,100 with additional cavalry and 23 pieces of artillery. The movement was to begin by at least 5:00PM, July 4.(2)

       Imboden's marching orders marked the beginning of Lee's withdrawal from Pennsylvania.  He explained in a letter to President Jefferson Davis a few days later, "Finding the [enemy's] position too strong to be carried, and being much hindered in collecting necessary supplies for the army...I determined to withdraw to the west side of the mountain."(3) 

       Lieutenant General James Longstreet, later elaborated:  "The enemy had cast his lines on grounds too strong for lead and steel, and exhausted alike of aggressive force and means of protracted defense [sic], there was nothing left for the vanquished but to march for distant homeward lines."(4)

       As soon as Imboden's train was safely underway, Lee planned to withdraw the rest of the army under cover of darkness by the more direct route through Fairfield, some twelve miles shorter but over poorer roads than those chosen for the wagons.  In preparation for this march (as well as for defense against possible attack), Lee ordered Lieutenant General Richard S. Ewell to withdraw his corps from its position east of Gettysburg, conforming it with the main line, now behind Seminary Ridge. (5) Throughout the day, the army's wagons were loaded and maneuvered into position.  Around midday, rain started to fall and soon became a deluge.  At about 4:00PM, the wagons started to roll.  (Unofficially accompanying the seventeen-mile train were about 5,000 physically fit men who had had enough of this war.  Some eventually changed their minds and returned to their units; others were taken prisoner as they straggled behind; many simply quit and went home.)  A shorter line of vehicles moved out along the Fairfield Road.  Soon after nightfall, the infantry followed, led by the Third Corps under Lieutenant General A. P. Hill.  Longstreet's First Corps followed, and at 2:00AM, Ewell's Second Corps departed, bringing up the rear.(6)

       Lee knew precisely what he had to do and had planned a carefully coordinated withdrawal.  His adversary, Major General George Gordon Meade, was not so certain about what post-battle actions the Army of the Potomac should take.  His movements depended upon those of Lee. Meade's general orders from Washington remained basically the same as they had been on his assumption of command less than one week before: "Maneuver and fight in such a manner as to cover the capital and also Baltimore." (7) Since he was uncertain as to Lee's intentions, Meade considered it prudent to remain in his defensive position for the time being.  The enemy movements reported late July 4 by Union signal stations could well be maneuvers by Lee to a better position from which to renew hostilities.  Along this line of possibilities, a message had been received from Brigadier General Francis Barlow, an Eleventh Corps division commander.  Barlow had been wounded on July 1 and subsequently was captured.  Left behind when the Confederate Second Corps moved out of town, he immediately sent a report to Meade, claiming to have heard his captorís state that Lee planned to present the appearance of a retreat while setting up a trap for the Federals. (8)

       Meade advised General-in-Chief Henry W. Halleck in Washington of the movements observed, announcing his intention to pursue Lee on his left flank "should the enemy retreat."(9) Meade believed that his greatest priority was to rest and re-supply his army, heavily damaged during the past three days.  He issued a general order, congratulating his men for a job well done, warning, however, that "our task is not yet accomplished."(10) He then gathered his corps commanders to determine the condition of the army and to question them regarding future plans.  Should the army remain at Gettysburg, and if so, should it assume the offensive?  If Lee retreats, should pursuit be direct or indirect, that is, keeping the army between Lee and Washington?  Most preferred to remain, and all favored a continued defensive posture. It was agreed that an advance should be along Lee's flank, with the possible exception of a cavalry pursuit.  Meade concurred with the consensus.  The army would wait and see.  Meanwhile, Meade sent his cavalry to "harass and annoy" the enemy's rear and lines of communications.  He also ordered staff officer Gouvenour K. Warren to conduct a reconnaissance early next morning, July 5, to try to determine Lee's intentions. The early morning probe that followed discovered an empty Seminary Ridge.  The Army of Northern Virginia had disappeared.(11)

       Imboden had spent a very long night during which he "realized more of the horrors of war than I had in all the two preceding years," continually listening to moans and shrieks of the helpless wounded jostling about in the wagons.  At dawn his train rolled into Greencastle.  It had covered more than half its journey from Gettysburg to the Potomac.  As the wagons followed the 18th Virginia Cavalry through town, a delegation of local citizens decided that now was the time for all good men to come to the aid of their country. They did so by attacking the wagon wheels with axes, dropping several wagons into the streets.  When word was passed ahead to Imboden about this, he sent a detachment back to deal with the problem, ordering the involved citizens taken as prisoners of war (I can imagine the ensuing "retreat"). (12)

       The heavy rain and darkness had so far provided protection from probing Union cavalry, but with daylight came incessant attacks all along the train.  Imboden himself "narrowly missed" capture at one point.  To add to his stress came a report of Federals in strength at Williamsport.  Imboden chose not to believe this and pushed on, arriving by late afternoon.  No enemy was present, but neither was the army's pontoon bridge at Falling Waters.  The day before, it had been destroyed, and its guard had been captured by an "expedition" sent for this purpose from Harper's Ferry.  To further complicate matters, the Potomac was on a rampage, swollen by the recent heavy rains.  It was well past fording.  The withdrawal had come to a screeching halt. (13)

       Imboden deployed his men and wagons into a semicircle with the river covering his rear.  He then took possession of Williamsport, turning it into a "great hospital."  He ordered the townspeople to prepare food for his sick and wounded.  Surgeons that had accompanied the train got busy, and "soon a vast amount of suffering was mitigated."  Imboden commandeered two small ferry boats and put them to work, gradually shuttling the wounded across to Virginia.  Thus occupied, Imboden and company waited for the arrival of Lee and the rest of the army. (14)

       Progress was slow along the Fairfield Road.  Leading the way, Hill's corps found it to be "a universal quagmire." The infantry slogged through knee-deep mud and water, and the accompanying wagons and artillery repeatedly bogged down.  As Imboden was surveying the damage at Falling Waters on the afternoon of July 5, Ewell with the rear of the army was just arriving at Fairfield, only nine miles from Gettysburg.  During the night march, Kilpatrick's cavalry sliced through Ewell's train, capturing several wagons along with their guards and drivers.  Ewell, outraged, begged Lee for permission to turn about and resume hostilities.  Lee refused, responding, "We must let those people alone for the present.  We will try them again some other time."(15)

       Meade, meanwhile, prepared to pursue.  He divided his army into three wings under Generals Sedgwick, Howard, and Slocum.  They were to travel along different routes so as to expedite the march.  Rendezvous was planned for July 7 at Middletown, Maryland, just east of South Mountain and beyond that, the site of the preceding September's Battle of Antietam.  A short distance past Antietam Creek lay Williamsport and Falling Waters.

       Staff Officer Warren's reconnaissance of Lee's whereabouts and intentions continued after he found the Rebel lines abandoned.  He utilized Major General John Sedgwick's Sixth Corps, which was nearby and relatively fresh.  Warren and Sedgwick followed slowly behind Ewell.  The leading elements of the corps formed into line of battle, encountering Ewell's rearguard near Fairfield.  A sharp exchange ensued, followed by a slow withdrawal by the Confederates into the town.  Warren reported to Meade that Lee appeared to be concentrating his army at Fairfield, possibly to offer battle.  Meade ordered the army's beginning movements halted until this possibility could be better assessed.  He ordered Sedgwick to press on to determine Lee's intentions.  The next morning, Sedgwick discovered little due to heavy fog, except that he found the mountain passes in the area formidable and well defended.  Meade decided that an attempt to storm these passes would be costly and probably fruitless.  Leaving a detachment to observe and follow the Confederates, he ordered the southward march to resume. (16)

       While Sedgwick was inspecting the passes, Lee's army was again in motion.  Longstreet's corps now took the lead, and by the next day, July 6, Lee and Longstreet rode into Hagerstown at the head of the infantry.  Ewell remained in the rear, Union cavalry still nipping at his heels.  Lee at last gave him permission to "turn back and trash them."  Ewell led one of his divisions back to the passes and searched for his tormentors, but they had vanished.  Disappointed, the Second Corps resumed its march and

arrived Hagerstown on July 8. The army had completed its evacuation of Pennsylvania. (17)

       Lee and his other two corps had moved on to Williamsport on July 7.  Imboden was no doubt elated to see the army arrive.  He had fought off several attacks the past two days.  These culminated in a determined assault by a superior force under Cavalrymen Buford and Kilpatrick, from which he was rescued by Fitzhugh Lee and Stuart. (18)

       Upon assessing the situation, Lee directed his engineers to lay out a system of defense.  He ordered a search up and down the Potomac for any watercraft that could be used to supplement the busy ferries. Hoping for the river to fall, he kept a watch out for Meade. (19)

       The Federal commander was on his way.  He moved his headquarters July 7 to Frederick.  Meanwhile, by forced marches, the Army of the Potomac moved into Maryland, its lead elements reaching Middletown and the rear in Taneytown.  Meade advised Halleck that the consolidation at Middletown would be completed by the following day, upon which "I will immediately move on Williamsport."  He added, however, a request for further instructions, "should the enemy succeed in crossing the river before I can reach him." This worried Halleck, who responded, "You have given the enemy a stunning blow at Gettysburg.  Follow it up, and give him another before he can cross the Potomac." He also forwarded a message from the President:  "If General Meade can complete his work...the rebellion will be over."  The telegraph lines remained busy July 8.  Meade advised that his army was "assembling slowly."   He complained that the roads were almost impassable due to the continued rains.  Wagons and artillery were stuck in the mud, and the supply train was likewise delayed.  His men were low on provisions, and many were barefooted, having worn out their shoes during the past few days.  Meade reassured Halleck that he intended to move against the enemy as soon as possible, but warned his superior not to "expect too much," given the likelihood of finding Lee in a strong defensive position.  "All that I can do under the circumstances I pledge this army to do."  To this, Halleck responded that he had received "reliable" information that the enemy was crossing.  "The President is urgent and anxious that your army should move against him by forced marches."  Meade disputed Halleck's information, assuring him that Lee was still on the north side of the river.  He further stated that the army had been and was still making "forced marches," "short of rations and barefooted."  He repeated that he would continue to use his "utmost efforts."(20)

       The "reliable information" concerning the enemy's crossing no doubt referred to Lee's stepped-up efforts to move his wounded and prisoners across.  In addition, emergency supplies were being sent to the north side on the returning ferries.  The process was slow, each transit requiring about seven minutes.  On July 8, Lee received word that ammunition was enroute from Winchester and would arrive the next day.  The river remained high with no sign of decreasing.  Lee's defensive system was nearing completion.  Its six-mile curved line was anchored on the Potomac below Falling Waters and on Conoococheague Creek to the north.  Lee had about 35,000 men available (about a third less than had marched north with him) to defend the position.  He placed Longstreet's corps on the right, Hill in the center, and Ewell, now moving in from Hagerstown, on the left.  Stuart's cavalry patrolled the flanks and screened the approaches. (21)

       Lee wrote to Davis that the condition and confidence of his army was good, and it was prepared if necessary to meet the enemy again. He suggested that a diversion be made on his behalf, a demonstration against Washington by General Beauregard and whatever troops might be gathered from the Carolinas.  He assured Davis that he was "not in the least discouraged" by his situation, but pointed out that Meade's army was likely to be heavily reinforced, while his own army could not expect any help while on the northern side of the river. (22)

       As the new supply of ammunition was being distributed on July 9, Lee received reports that the Federals were approaching.  The Army of the Potomac was concentrating, and its supply trains were catching up.  As Lee had predicted, Meade had received enough reinforcements to equal his pre-Gettysburg strength of 85,000, and more were on the way.  Advance elements cautiously crossed South Mountain and established a line from Boonesborough south to Rohrersville.  Behind this line, Meade moved the army in three columns.  He advanced his headquarters to Turner's Gap.  To Halleck, Meade predicted "the decisive battle of the war will be fought in a few days."  He justified his caution:  "In view of its momentous consequences, I desire to adopt such measures as in my judgment will tend to insure success, even though these may be deemed tardy."  Now that Meade was at last moving in the right direction, Halleck concurred with Meade's caution.  He promised still more reinforcements and assured Meade that "I fully appreciate the importance of the coming battle."(23)

       On July 10 and 11, Meade's army continued to inch forward to within two miles of the Confederate defenses.  Opposing cavalry continuously skirmished between the lines, as the Federal infantry threw up precautionary breastworks near Antietam Creek.  By the afternoon of July 12, Meade reported that his army was across the creek and in line from Funkstown to Fairplay.  One mile away, the Confederates waited. (24)

       Observing the gradual approach of the enemy, Lee continued to prepare his army for the inevitable.  He issued "General Orders No. 76," congratulating his men for their efforts during the invasion and encouraging them for what seemed to lie ahead:  "Once more you are called upon to meet the army from which you have won on so many fields a name that will never die.  Once more the eyes of your countrymen are turned upon you...Soldiers!  Your old enemy is before you!  Win from him honors worthy of your righteous cause - worthy of your comrades dead on so many illustrious fields."  To Davis, Lee wrote, "The enemy seems to be collecting in the valley of the Antietam...I should be willing to await his attack, excepting that in our restricted limits the means of obtaining subsistence are becoming precarious."  He had, however, a bit of good news to report:  "The river has now fallen to four feet, and...I hope will be passable tomorrow."(25)

       Now that the Potomac was falling, a makeshift bridge was being frantically constructed out of whatever material was available. Abandoned houses in Williamsport were dismantled, and the timbers were floated downstream to Falling Waters.  There the planks were linked together.  Branches were cut to overlay the planks to deaden the sound or crossing wagons, horses, and men.  If the river continued to drop, the army would be ready to cross. (26)

       Meade established his headquarters at Hagerstown after a successful skirmish drove out the remaining Confederate cavalry. Surveying enemy defenses, Meade found that Lee had taken full advantage of the lay of the land.  Stone fences were supplemented by earthworks, and every ridge and hill was put to good use for fortification. Overall, the line followed high ground and was well protected by carefully placed artillery.  Its length, however, suggested possible weakness, and Meade determined to test it for resistance.  Selected units from the Second, Fifth, and Sixth Corps were concentrated near an occupied wheat field.  As they were about to move forward, so the story goes, a regimental chaplain, Father William O'Neill of the 119th Pennsylvania, approached Meade.  It was the Sabbath, and the priest protested that this activity that the Commanding General proposed to initiate was a violation of the Holy Day.  Meade patiently tried to explain the necessity of the advance, but the friar, unimpressed, invoked the heavens to demonstrate God's disapproval.  Sure enough, thunder and lightning suddenly announced the approach of a storm.  Heavy rain soon began and continued abated, and the movement was finally cancelled. (27)

       Off went another message to Halleck, announcing Meade's intention to attack the next day, July 13, "unless something intervenes to prevent it."  He declared the same intention to his corps commanders, gathered for a meeting Sunday night.  As he had done repeatedly since taking command two weeks before, Meade asked their opinion.  Of the seven corps commanders present, only two concurred with Meade.  The other five believed that the enemy position was too strong for immediate assault.  Deferring to their judgment, Meade ordered a reconnaissance for July 13 in hopes of finding a weak point.  He advised Halleck of this decision the next afternoon.  The exasperated General-in-Chief promptly wired back, "You are strong enough to attack and defeat the enemy...Act upon your own judgment and make your generals execute your orders.  Call no council of war.  It is proverbial that councils of war never fight...Do not let the enemy escape."  Meanwhile fog and rain had hindered reconnaissance operations, and Meade knew little more than he had the day before. That evening he made up his mind.  He ordered an advance by four divisions next morning, July 14.  Set for 7:00AM, it would hopefully reveal Lee's defenses and provide intelligence for subsequent operations.  Realizing that a general engagement could develop, he ordered all his subordinates to stand ready. (28)

       The four divisions crept forward.  Skirmishers led the way toward the enemy line.  On and on they moved, strangely encountering no resistance.  Finally they realized that they were alone.  The defensive positions were unoccupied.  Once again, the Rebels had disappeared. (29)

       Lee had hoped that Meade would risk an assault on July 13.  He now had an escape avenue, as the river had at last fallen to a fordable level.  His defenses were strong, and he now had sufficient ammunition for one more round with the Yankees.  After observing enemy inactivity, however, and learning that the Federals were themselves digging in, Lee decided he had better leave while he still could. Accordingly, he ordered Longstreet to cross the now completed bridge at nightfall, to be followed by Hill.  Ewell was instructed to ford the river at Williamsport.  It was not an easy evacuation.  Longstreet later wrote, "Such a night is seldom experienced even in the rough life of a soldier."  The rain started up again, falling in "blinding sheets."  Once again, wagons, animals, and men struggled through deep mud.  Ewell found the upriver ford to be a scene of "total confusion." The water was deeper than expected, and taller men had to help carry shorter comrades over.  By morning, however, Ewell and Longstreet were completely across, and Hill was well underway.  Heth's division of Hill's corps guarded the rear.  About 11:00AM, a squadron of cavalry approached the bridge.  Believing it to be their own men, the Confederates held their fire.  Suddenly, the horsemen broke into a gallop and charged.  Reacting almost too late, Heth's men repelled the slashing attack with anything they could lay their hands on, after emptying their muskets.  Some threw stones, and others swung fence rails.  One man used an axe to unhorse a rider.  It was over in a few minutes and the result turned out to be rather one-sided.  Federal casualties amounted to 39, while the Confederates lost two.  One of the two was Brigadier General Johnston Pettigrew, mortally wounded by a Union cavalryman.  He was carried across, and the rest of the division followed, except for about 300 stragglers and two cannon too deeply mired in the road.  These were later captured when the bridge was cut loose, and more Yankee cavalry showed up.  The Battle of Falling Waters, such as it was, was over.  The Battle of Second Antietam, which could have been very significant, was never fought. The withdrawal of the Army of Northern Virginia was complete. (29)


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       Could Meade have ended the war at "Second Antietam?"  Lee's army, while weakened, was not a defeated army.  Its spirit was strong, and it would take a long time to be overcome.  The army was in a very strong position, and it was always at its best while in a defensive mode.  Meade, and no doubt many Union veterans, were probably reminded of ("First") Antietam, and more recently, Fredericksburg, when they contemplated the Confederate lines awaiting them.  They may have even remembered how they had just won at Gettysburg, and they may have seen this as a reversal of roles.  The Union army had many more men than the Confederates, but many of these were recruits and conscripts.  A large portion of its veteran force now filled the casualty lists. Besides this, Lee had been successful time and time again against superior forces.

       Should Meade have tried?  Lincoln and Halleck seemed to have thought so.  But they were not on the scene.  They had never fought Lee.  Meade had been fighting him for over a year.  Meade knew what Lee could be like when cornered.  Meade had demonstrated his willingness to fight his adversary many times, but he was not reckless.  An engineer, he was particular how and when things should be done, and he always weighed the pros and cons.  He was criticized for calling councils of war.  It must be remembered, however, that he had only recently been elevated to high command.  His corps commanders had been his fellow corps commanders, his associates and friends.  He was not above asking for their advice.  They were all "in this mess together."

       I believe he did the right thing.  Had he charged Lee headlong, his psychological gains of Gettysburg may well have been reversed.  A disaster might have resulted in the army becoming a mob fleeing for Washington with Lee and Stuart close behind.  To be sure, a victory would have probably wrapped things up, given Grant's success out west.  But it would have been a very risky undertaking.

       Having said all that, it is intriguing to consider what might have happened had the river stayed high a few more days.  The war could have ended at Second Antietam...but in whose favor?? 



(1) Douglas Southall Freeman, Lee's Lieutenants (New York:  Charles Scribnerís Sons, 1944), Volume 3, 48. 

(2) John D. Imboden, "The Confederate Retreat from Gettysburg," Battles and Leaders of the Civil War, Robert U. Johnson and Clarence C. Buel, eds. (New York, 1888), Volume 3, 422-423  (cited hereafter as B & L). Edwin B. Coddington, The Gettysburg Campaign (New York: Charles Scribner's Sons, 1968), 537. The War of the Rebellion:  A   Compilation of the Official Records of Union and Confederate Armies (Washington, D. C., 1880-1901), Ser. I, Vol. XXVII, pt. 3, p. 966 (cited hereafter as O. R. 27). 

(3) O. R. 27, pt. 2, p. 299. 
James Longstreet, From Manassas to Appomattox (Philadelphia: J. B. Lippincott Company, 1895), 426.
Coddington, 537.
Shelby Foote, The Civil War: A Narrative (New York:  Random House, 1963), Vol. 2, 583. Emory M. Thomas, Robert E. Lee:  A Biography (New York: W. W. Norton & Company, 1995), 24-25.
O. R. 27, pt. 1, p. 61.
Foote, 587.
O. R. 27, pt. 1, p. 78.
O. R. 27, pt. 1, p. 519.
A. Wilson Greene, "From Gettysburg to Falling Waters," The Third Day at Gettysburg & Beyond, Gary W. Gallagher, ed. (Chapel Hill: The University of North Carolina Press, 1994), 165. O. R. 27, pt. 1, p. 916. Coddington, 544-545. 
B & L, 424-425.
B & L, 424-425.O. R. 27, pt. 3, p.524.
B & L, 425. Foote, 585.
James I. Robertson, Jr., General A. P. Hill (New York:  Random House, 1987), 226. Samuel J. Martin, The Road to Glory (Indianapolis:  Guild Press of Indiana, 1991), 245.
Greene, 165.Coddington, 549-550. 
Foote,584. Martin, 245-246. 
Foote,585. B & L, 426-427.
O. R. 27, pt. 1, pp 81-84.
Freeman Cleaves, Meade of Gettysburg (Norman:  University of Oklahoma Press, 1960), 178. Coddington,536. Foote,585.
O. R. 27, pt. 2, pp. 299-300.
Foote, 586,590. Greene, 171. O. R. 27, pt. 1, pp. 86, 88.
O. R. 27, pt. 1, pp. 89-91.
O. R. 27, pt. 2, pp. 301-302.
Cleaves, 180-181.
O. R. 27, pt. 1, pp. 91-92.Greene, 172.
Coddington,570. Longstreet, 429-430. Martin, 248-249. Robertson, 228. Foote,592.