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Chapter
This webpage reproduces a chapter of
R. E. Lee: A Biography

by Douglas Southall Freeman

published by Charles Scribner's Sons,
New York and London, 1934

The text, and illustrations except as noted, are in the public domain.


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Vol. III
p362
Chapter XXI

Manoeuvre on the Totopotomoy

(MAY 27‑30, 1864)

Past scattered farmhouses, where the women waved their handkerchiefs as bravely as when every march had been northward, Lee rode1 with Indicates a West Point graduate and gives his Class.Ewell's corps toward Richmond on the morning of May 27. He made good speed, for the Second Corps could always outmarch any other large unit in the Army of Northern Virginia. About mid-day he learned from the cavalry that the enemy seemed to be advancing from Hanovertown on the Pamunkey to Haw's Shop, an important crossroads ten miles northeast of Mechanicsville on the way to Richmond. This was of course familiar terrain to Lee. He remembered that there was a fine defensive position on the ridge between Totopotomoy and Beaver Dam Creeks, the same ridge he had ordered Indicates a West Point graduate and gives his Class.Stuart to reconnoitre at the beginning of the famous "ride around McClellan." The columns were ordered in that direction, to intercept Indicates a West Point graduate and gives his Class.Grant and, if might be, to give him battle there.2

Continuing down the Telegraph road, Lee came in the afternoon to the vicinity of the Chickahominy River, just west of the upper waters of the Totopotomoy. There he received reports that only cavalry had been seen in the vicinity of Haw's Shop and that a column of infantry was vaguely said to be moving along the south bank of the Pamunkey from Hanover Courthouse to Hanovertown. This information was much too indefinite to justify Lee in throwing the whole army to the northeast of Richmond, for this would leave open to the enemy the direct road from the north, via Ashland. Consequently, Lee decided to halt the columns for the night north and northwest of Atlee's so that they could be moved in whichever direction the advance of the enemy p363 might develop.3 Lee opened his headquarters at the Jenkins house, a few hundred yards from the Telegraph road,4 near the point where the road to Atlee's leaves the main highway. The Second Corps was immediately to the eastward and southeastward. General Ewell established himself slightly more than a mile east of Lee at Satterwhite's. The leader of the Second Corps had been suffering, like his chief, from an intestinal malady, had ridden all day in an ambulance, and by evening was so ill that he had to turn over the command of the troops temporarily to General Indicates a West Point graduate and gives his Class.Early, who was at the nearby Hughes house.5


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The terrain of Grant's advance from Hanovertown on the Pamunkey, May 28, 1864.

Lee was now only nine miles by road from Richmond. He could have wished the distance ten times as great, and he was determined, by engaging Grant as soon as practicable, to avoid a second siege of the capital.6 But proximity to the city, along with p364 its dangers, was not without some advantages. For one thing, of course, it shortened his communications and lengthened those of his adversary. For another, it gave him the promise of the assistance of the 5700 troops in the garrison of Richmond when he was close enough for the two forces to be consolidated.7 And, thirdly, he was now near the line of the Chickahominy, on which General Indicates a West Point graduate and gives his Class.Beauregard had said it would be possible for him to unite with Lee in an offensive. Lee was willing to move even closer to Richmond if Beauregard would designate the place where he would find it most convenient for the two forces to unite.8

Still uncertain in the early morning of May 28 whether Grant's advance would be down the Telegraph road or from the Pamunkey, Lee ordered the cavalry to make a forced reconnaissance across the Totopotomoy, in the direction of Haw's Shop, and to ascertain if the strong Federal horse in that quarter had infantry behind it. He was somewhat better circumstanced for a vigorous employment of his cavalry now, for he had received the Fourth and part of the Fifth South Carolina Cavalry and had the assurance that the Sixth would soon arrive. These were the large, well-mounted commands that had long been idle in South Carolina, while Lee had been pleading for them.9

A little later in the day he moved his headquarters to the Clarke house near Atlee's.10 He was so unwell by the hour he arrived there that he had to accept a room from the hospitable owner and transact army business indoors. It was the first time since the opening of the campaign that headquarters had not been under canvas.11 Sick as he was, Lee proceeded to dispose his troops with the greatest care. He advanced the head of Early's corps to the vicinity of Pole Green Church on the south bank of the Totopotomoy, five miles due east of Atlee's. Anderson he put in rear of Early, and Hill he stationed west of Anderson, near Shady p365 Grove Church.12 If Grant attempted to cross the Totopotomoy, Lee could easily move the other corps into line of battle with Early; and if the enemy's march was down the Telegraph road, the column could readily be reversed, for Shady Grove was only five miles from the Telegraph road, thus:


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Position of the infantry of the Army of Northern Virginia, forenoon of May 29, 1864.

The day passed without incident at headquarters, but in front of Haw's Shop the cavalry had a vigorous fight with Sheridan's command. The Confederates threw the enemy back against his supports, captured prisoners from the V and VI Corps, and thereby established the fact that Grant had much infantry south of the Pamunkey. But the gray troopers were greatly outnumbered and had to face the fire of the Spencer repeating carbine, which was just coming into use. In the end, they were compelled p366 to give ground. The newly arrived South Carolina regiments behaved like veterans.13

Lee pondered the report the cavalry brought back. If Grant had two corps east of Haw's Shop, it was fairly certain that his main attack would not be down the Telegraph road.14 He had, however, three routes to Richmond from Haw's Shop. He could march northwestward, avoid the Totopotomoy,15 and strike for the Central Railroad at Peake's Turnout, or, secondly, he could move directly westward against Atlee's, or, thirdly, he could turn south, across the Totopotomoy, enter the Old Church road, and make for Mechanicsville.


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Grant's alternative routes from Hanovertown toward Richmond.

There was manifest advantage to the enemy in seizing the Central Railroad. At one stroke, Grant could again sever Lee's communications with western Virginia and re-establish for himself a rail line of supply from the Rappahannock. Lee applied his maxim that it was always well to expect the enemy to do what he should do, and he anticipated an advance by "Route One" or "Route Two" on the map.16 He accordingly shifted the left of his line somewhat to the northeast, and closer to the Totopotomoy. To cover the whole front of possible advance he made the most of an almost impenetrable area on his right centre, between Early's corps and Breckinridge's command. He left this ground practically unoccupied, though Anderson's corps was within supporting distance. Ewell was on the right along the Shady Grove road; Anderson was at an angle behind Ewell's left; then came Breckinridge; on the extreme left was Hill, covering the point where the road from Shady Grove to Hanover Courthouse crossed the Totopotomoy.17 Nothing happened during the day to test the wisdom of these dispositions. In mid-afternoon, Federals appeared in some force on the south side of the Totopotomoy, in p367 the direction of Ewell's left, but they did not progress far and contented themselves with sharp skirmishing.18

Lee watched these movements with care and put Anderson on the alert to support Ewell,19 but he had additional concern on the 29th. General Ewell's condition had become more serious and, in Lee's opinion, necessitated rest at a distance from the army. Early was left in charge and Ewell was given leave of absence,20 in the p368 hope that he could resume his duties when operations were less active.21 The high command had changed most alarmingly since the campaign had opened. With Lee himself so unwell that he could hardly leave headquarters, two of the three corps had new chiefs, three divisions were under new major generals, fourteen brigades had changed leaders, and the cavalry were without a head.22 Lee was anxious about the leading of some of his brigades23 and was very desirous of making appointments with temporary rank under a bill then pending before the Confederate Congress.24

A still greater concern on the 29th was the attitude of Beauregard. That officer had become alarmed over the activity of Butler on the Bermuda Hundred front, and on the 27th had been uncertain whether the enemy was preparing to advance or to withdraw.25 He was convinced that he was occupying twice as many troops as he had, and he so far convinced Indicates a West Point graduate and gives his Class.Mr. Davis that the President on the 28th hinted to General Lee that Beauregard might be doing as much good where he was as he could accomplish with the Army of Northern Virginia.26 Davis sent one of his aides to Beauregard for further details, only to learn that in Beauregard's opinion 4000 soldiers, but no more than that, had left Butler to reinforce Grant. "My force is so small at present," he said, "that to divide it for the purpose of reinforcing Lee would jeopardize the safety of the part left to guard my lines, and would greatly endanger Richmond itself."27 Mr. Davis went out to Atlee's during the afternoon to discuss the situation,28 and, in the evening, Beauregard arrived. He maintained in a lengthy discussion that he could spare none of his 12,000 men. Lee did not p369 attempt to gainsay him, much as he desired reinforcement.29 The conference ended amicably, but without result. Lee had grimly to telegraph the President, "If Gen. Grant advances tomorrow I will engage him with my present force."30 The best he could hope for the moment was that with Beauregard on the south of the James and the Army of Northern Virginia immediately in front of Grant, the President could spare him some of Ransom's garrison of Richmond.31

But the situation was changed over night. Early on the morning of the 30th the enemy began to disappear from the Confederate left, where A. P. Hill and Butler's cavalry were on guard, and almost simultaneously there were signs of a new shift by Grant on the right of the Confederate line. Lee's most reliable scout reported that the Federals, in his opinion, were moving along the road to Old Cold Harbor.32 Putting all this information together, Lee concluded that the Federals would fortify a line along the Totopotomoy and then, "will probably make another move by their left flank toward the Chickahominy," as he expressed it to Anderson. He added: "This is just a repetition of their former movements."33

Pending developments, the only practical step seemed to be to strike at that part of Grant's army on the south side of the Totopotomoy, in front of the Second Corps. That corps, though much reduced in number, was in a good position, and had already constructed two crossings over the fields to the Old Church road, on which the enemy was demonstrating with cavalry near Bethesda Church.34 When Early proposed to develop this situation by a vigorous attack, Lee at once approved, subject to Early's discretion.


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The terrain of the Totopotomoy-Chickahominy watershed,
to illustrate the action of May 30, 1864, at Bethesda Church.

Rodes was moved to the right and the action was opened. The burden of it fell on Early's old brigade. This command had been p370 led by Brigadier General William Pegram until that officer had been wounded, and then by Colonel Edward Willis of Georgia.35 As these veterans went forward, Lieutenant Colonel C. B. Christian of the Forty-ninth Virginia, which had lost nine color bearers since the opening of the campaign, observed that his regiment was not displaying its flag.

"Orendorf," said Colonel Christian to a tall, thin boy from Amherst County, "will you carry the colors?"

Yes, Colonel," Orendorf answered, "I will carry them. They p371 kid my brother the other day; now, damn them, let them kill me, too."36

As the line went forward, the Union cavalry quickly withdrew. Rodes's men passed into a broad field, swept back an opposing brigade and immediately came under a very heavy fire. Their lines were torn by every round, for the Union gunners had the exact range. They charged desperately on, almost to the artillery position, and then, before the eyes of watching remnants, were repulsed with slaughter. Orendorf was torn to bits by a cannon ball, as he defiantly waved his flag not twenty feet from the enemy.37 The failure of the attack was complete, though the loss in three of the brigades was comparatively light.38

During the afternoon, while Early was engaged at Bethesda Church, evidence began to accumulate that reinforcements from Butler were moving to Grant, via the White House on the Pamunkey River. Beauregard had forwarded reports on the 26th of suspicious activity in the Federal shipping on the James,39 though he held to his contention that only some 4000 men had left Bermuda Hundred.40 Now the signal officer on the lower James reported that seventeen transports had passed down the river, carrying at least 7000 men.41 General Ransom informed General Bragg that a newspaper correspondent had been captured near Tunstall's Station, and that letters found on him indicated the man's belief that Smith's XVIII Corps was at the White House.42 This corps was known to have been with Butler. Lee's own scouts had it that Butler's fleet, conveying the same corps to Grant, would be at West Point on the 30th.43

On the basis of this information, and to save time that might be lost in transmitting the request through Richmond, Lee called directly on Beauregard for reinforcements. When that officer p372 answered about nightfall that the War Department would have to decide what troops should be sent, Lee lost patience. "The result of this delay," he telegraphed the President, "will be disaster. Butler's troops (Smith's corps) will be with Grant tomorrow. Hoke's division, at least, should be with me by light tomorrow."44

When Lee used that grim word "disaster," the wheels of the War Department turned swiftly. Beauregard was ordered to dispatch Hoke by trains that would be sent him immediately; but before the call reached Beauregard, he, too, had concluded that the risk to Richmond was greater than that on his own line and he advised the department that Hoke's command was to start at once and was to be followed by Bushrod Johnson's division as soon as the movements of the enemy in Beauregard's front would permit. Before midnight, Lee had assurance from the President that every effort would be made to have Hoke's four brigades with the Army of Northern Virginia the next day.45 This was a good division of more than 7000 officers and men.46 Adding it to the reinforcements already received, Lee had now made good approximately 70 per cent of the losses he had sustained since the opening of the campaign, and he was more than ever determined, if he found an opening, to take the offensive in what he told Anderson was "the grand object, the destruction of the enemy."47


The Author's Notes:

1 Probably in a carriage.

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2 Lee's Dispatches, 202; 3 C. M. H., 463; Early, 361; O. R., 36, part 3, pp837, 838‑39; T. Roberts Baker in 3 Richmond Howitzers, 12.

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3 Lee's Dispatches, 202‑3; Early, 361; O. R., 36, part 3, pp838, 841; ibid., 51, part 2, pp962‑64.

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4 This old home remains substantially as it was in 1864. Visitors are still shown the back porch on which Lee rested.

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5 O. R., 36, part 1, p1072; part 3, p838.

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6 Lee's Dispatches, 203.

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7 O. R., 36, part 3, p861. The department of Richmond was then under Major General Robert Ransom, Jr.

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8 Lee's Dispatches, 203.

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9 O. R., 36, part 3, pp831, 852; Wells, 153 ff. The scattered cavalry commands around Richmond were organized into a brigade under Brigadier General P. M. B. Young (O. R., 36, part 3, pp812, 841).

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10 O. R., 36, part 3, pp844, 846; Taylor's General Lee, 246. The Clarke house, now the home of T. Ellett Clarke, is in the southwest fork of the crossroads, between the old highway and the station.

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11B. and L., 244.

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12 Breckinridge's small command, which is not noted on the sketch, was between Anderson and Hill (O. R., 36, part 3, p844).

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13 O. R., 36, part 1, pp793, 1031; Wells, 154 ff.; Alexander, 533‑34. Lee was of opinion that the South could not manufacture or transport enough ammunition to supply repeating rifles, even if the Confederacy could supply the weapons. "We want a rifle," he said, "the loading of which takes a certain amount of time: That makes the man to value his shot, and not to fire till he is sure of his aim" (T. M. Maguire, The Campaigns in Virginia, 32).

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14 O. R., 36, part 3, p843.

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15 The lower stretch of the Totopotomoy is locally called Pony Swamp, but to avoid confusion, only one name is used here.

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16 O. R., 36, part 3, pp846, 848; ibid., 51, part 2, pp967, 968.

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17 O. R., 36, part 3, pp845, 846, 847.

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18 O. R., 36, part 3, p846. This advance was by Griffin's division of the V Corps (O. R., 36, part 1, pp194, 543).

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19 O. R., 36, part 3, p846.

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20 O. R., 36, part 3, p846.

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21 For General Ewell's brave protests that he was able to return to duty on June 1, see O. R., 36, part 1, p1074.

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22 Early's division passed to S. D. Ramseur, who was promoted major general. William Mahone was leading Anderson's old division, and Gordon was in command of Edward Johnson's. The number of new brigade commanders would have been seventeen had not Hays's brigade been consolidated with Stafford's, while the Stonewall Brigade, Indicates a West Point graduate and gives his Class.Steuart's and J. M. Jones's had been placed under Brigadier General William Terry, as noted. Three other brigades were soon added to this list when Generals James H. Lane and E. M. Law were wounded and Brigadier General John Finegan, a newcomer, took charge of the united Florida troops.

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23 Cf. O. R., 36, part 3, p851.

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24 IV O. R., 3, 457, 496; O. R., 51, part 2, pp973‑74.

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25 O. R., 36, part 3, p842.

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26 O. R., 51, part 2, pp965‑66.

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27 O. R., 36, part 3, p849.

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28 John [image ALT: an underscored blank] to Roane [image ALT: an underscored blank], June 4, 1864, MS., copied by B. E. Case of Hartford, Conn., and typescript loaned the writer by Doctor Lyon G. Tyler.

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29 Lee's Dispatches, 208‑9. ". . . I am unable to judge," he told the President in a letter the next day, "but suppose of course that with his means of information, his opinion is correct."

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30 Lee's Dispatches, 204.

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31 Lee's Dispatches, 209.

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32 O. R., 36, part 3, pp850‑51; U. R. Brooks in Butler and His Cavalry, 224, quoting Charles Marshall to M. C. Butler, 8:00 A.M., May 30, 1864. For Hill's position, see O. R., 51, part 2, p969.

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33 O. R., 36, part 3, p851.

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34 O. R., 36, part 3, p854. Early, op. cit., 361º insisted that the corps could count only 9000 muskets, but his figure may have been a little low.

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35 Colonel Willis is said to have been recommended for promotion to brigadier general, but died before his commission reached him. He was a very young officer of great merit (6 C. M. H., 452; 14 S. H. S. P., 160 ff.; 33 ibid., 57n; Sorrel, 252‑53).

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36 33 S. H. S. P., 59.

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37 Ibid.

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38 Ibid., Early, 362; Alexander, 534. In his account of this "battle of Bethesda Church," Alexander made the serious mistake of saying that Lee in person ordered the attack. The Official Records plainly show that General Lee was not present, that the proposal originated with General Early, and that the orders, as repeated to General Anderson, made the attack discretionary (O. R., 36, part 3, pp851, 854). It is only fair to remember, however, that Lee favored an offensive that day, as, indeed, he did whenever he saw an opening during the progress of this campaign. Early contended that the attack failed because Anderson did not support him (O. R., 51, part 2, p975).

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39 O. R., 51, part 2, p961.

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40 O. R., 36, part 3, p849.

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41 O. R., 51, part 2, p971.

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42 O. R., 51, part 2, p971.

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43 Lee's Dispatches, 207.

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44 O. R., 36, part 3, p850.

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45 O. R., 36, part 3, pp850, 857; ibid., 51, part 2, p969.

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46 O. R., 36, part 3, pp817‑18. The division consisted of Martin's and Clingman's North Carolina, Hagood's South Carolina, and Colquitt's Georgia brigades.

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47 O. R., 36, part 3, p828. This passage occurs in a misdated dispatch.


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