Private memoirs reveal frank anger and irritation toward Pendleton that was smoothed out of the official reports. Mary Anna Jackson, Stonewall’s widow, wrote in her memoirs that the news ‘of this appalling disaster caused Jackson more anxiety than he had ever shown during the war.’ Lee took it calmly, realizing that there was nothing to be done until dawn, when Jackson could deal with the Yankees. Pendleton recollected he went off to sleep on ‘a handful of straw, my covering an old overcoat.’

Jackson quickly learned of the potentially dire situation. The weakened Army of Northern Virginia was scattered for miles, a painfully large portion of its artillery was reported as captured and Maj. Gen. J.E.B. Stuart’s cavalry was miles upriver, making a demonstration against Williamsport, Md. Stonewall wasted no time and about 6:30 a.m. ordered the nearest Confederate infantry unit, Maj. Gen. A.P. Hill’s Light Division, to Boteler’s Ford.

As the sun rose over their camps in Maryland on the 20th, Union soldiers finished their coffee and fell into line to march across Boteler’s Ford again. First, a detachment of infantry took some horses from Battery D, 5th U.S. Artillery, to scoop up the Rebel guns abandoned the day before. It was sweet revenge, as one of the guns had been captured from Battery D at the First Battle of Manassas on July 21, 1861. Brigadier General George Sykes’ division of U.S. Regulars followed close behind. The Regular regiments, while tough and reliable, were understrength because many of their companies were still scattered in distant frontier posts. Sykes expected some cavalry to scout the area ahead of him, but orders reached the horsemen so late that they crossed about the same time as the infantry. It was the first in a chain of mistakes that would plague the Federals that day.

The bluecoats headed toward Shepherdstown along a road that ran along a narrow strip of bottomland underneath a tall cliff split by a ravine. The Federals filed past a large abandoned brick building that had once housed a cement mill. A dam across the river had diverted water to power the mill. Also nearby stood three stone limekilns with large arched openings that faced the river. A steep road twisted its way up the ravine to the top of the cliffs.

Major Charles S. Lovell took the 2nd Brigade of Sykes’ division to a belt of woods a mile or so from the river and sent out a skirmish line to within what he thought was ‘30 or 40 paces’ from the edge of the woods. They had expected their cavalry to reconnoiter the area, but to their surprise, Lovell’s skirmishers spotted enemy troops approaching them. Lovell quickly sent word to Sykes. A short distance upriver, a woman forded the Potomac at Shepherdstown to alert the Union army that a large force of Confederates was marchingto Boteler’s Ford. A quick look through a spyglass was enough to confirm her warning.

Meanwhile, other units were crossing the Potomac, including Colonel James Barnes’ brigade of Maj. Gen. George W. Morell’s division. Among Barnes’ regiments was the 118th Pennsylvania, a green regiment that had left Philadelphia for the war only three weeks before, after barely a month of training. The Philadelphia Corn Exchange, a financial market that speculated in agricultural futures, paid for their equipment and a $10 bonus for each man, and the regiment was therefore nicknamed the ‘Corn Exchange Regiment.’ During the Battle of Antietam, they had been in the reserve and so had not yet’seen the elephant.’

The 118th splashed into the Potomac River with orders to march to Shepherdstown. Despite the cold water, they were in high spirits and laughed when any unfortunate comrades slipped and stumbled into the river. Not knowing that Lovell’s pickets had spotted enemy troops, they thought it looked like the Rebs had skedaddled and it would just be an easy day’s march. The Pennsylvanians waded ashore, then halted long enough to replace their socks and shoes before being hustled off to take a position atop the cliffs.

Captain Francis A. Donaldson of Company H of the 118th, however, felt uneasy about the circumstances; the lay of the land was all too familiar. On October 21, 1861, Donaldson had been with the 71st Pennsylvania at the Battle of Ball’s Bluff. Now he found himself once again with his back to a high cliff overlooking the Potomac, with the Army of Northern Virginia somewhere to the west.

Donaldson had good reason to worry. Lovell’s pickets had spotted Hill’s Light Division. The brigades of Brig. Gens. Maxcy Gregg and William D. Pender and Colonel Edward L. Thomas were marching out of a cornfield toward the Union pickets. Right behind them were Brig. Gen. James J. Archer’s and Colonels James H. Lane’s and John M. Brockenbrough’s brigades. A veteran of the 33rd North Carolina recalled that the day ‘was extremely hot, and the sufferings of the men were great.’

Pendleton’s cannons had moved so far to the rear that no Confederate artillery was in position to support Hill’s infantry, and the Yankee guns across the river poured shot and shell into the Confederate ranks with no concern for counterbattery fire. The shellfire was’so accurate that they’d hit a litter carrying off our wounded, or our canteen men, going across a ridge in our rear for water,’ according to a man of the 18th North Carolina. Hill wrote that his men were unflinching in the face of ‘the most tremendous fire of artillery I ever saw….It was as if each man felt that the fate of the army was centered in himself.’

Porter, seeing the unexpectedly aggressive Confederates sweeping toward his forces, ordered a withdrawal. The Regulars extricated themselves with so little trouble that one of them felt like going back for more. Private Daniel Webster Burke of the 2nd U.S. Infantry was back on the Maryland side when he realized that one abandoned Rebel cannon had not been spiked. He got permission to go back and take care of the gun. Confederate lead tore through the air around him as he forded the river, spiked the cannon and turned back to rejoin his comrades. In 1892 Burke, who had stayed in the Army and had attained the rank of colonel, was awarded the Medal of Honor for his conspicuous bravery that day in 1862.

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