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Heroism and sacrifice by teenage Virginia Military Institute cadets helped defeat a Union invasion.


On May 15th each year, the Corps of Cadets at the Virginia Military Institute (VMI) in Lexington, Virginia, marches onto the parade ground at the 175-year-old state military college. Then, in a moving ceremony, the service of the young men of VMI in the Civil War is commemorated as the names of those cadets who fell in the May 15, 1864, Battle of New Market are called from the roll. 2014 marks the 150th anniversary of the battle that took place near that small crossroads town in the pastoral Shenandoah Valley of Virginia. The response to each of the 10 names called is the phrase: “Died on the field of honor, Sir!” The 10 young cadets thus honored did a man’s work that day and their selfless service provides an example for the 1,500 men and women of today’s Corps.


Spring was coming in April 1864, when newly promoted Union Army Lieutenant General Ulysses S. Grant announced his strategy for the coming spring campaign season for 1864. He developed plans for a multi-pronged strategic assault upon the war-worn Confederacy. He directed Major General William T. Sherman to execute a major spring offensive toward Confederate General Joseph E. Johnston’s army near Atlanta. Grant then advised Major General George G. Meade that his Army of the Potomac would launch a massive assault to defeat General Robert E. Lee’s Confederate forces in Virginia. Supporting these two major Union offensives would be three smaller field armies, all led by men who held the rank of major general because of their political connections in Washington. They were Nathaniel Banks in Louisiana, Benjamin Butler near Norfolk, Virginia, and Franz Sigel in West Virginia.

Major General Franz Sigel, newly assigned as commander of the Department of West Virginia, was an enigmatic character. A 40-year-old German who had arrived in America in 1852, he eventually settled in St. Louis, Missouri. Sigel was an early supporter of the Republican Party, a civic leader in his hometown, and active in the prewar Missouri state militia. Sigel claimed to have led troops in three different German wars during the 1840s. At the outbreak of the Civil War, he was commissioned as a Union general in recognition of his efforts to raise troops from among the large German immigrant population in St. Louis. His command performances in the first two years of the Civil War were not uniformly successful, but his standing among the tens of thousands of German immigrants serving in the U.S. Army remained strong.

Grant’s written directive for the Union’s 1864 spring offensive stated: “Major General Sigel … will organize his forces into two columns; one, commanded by himself, to advance to Cedar Creek to threaten the enemy in the Shenandoah Valley. The other column, commanded by Brigadier General George Crook, to … move down the Tennessee Railroad doing as much damage as possible.” Grant later ordered Sigel to proceed even deeper into the valley, with the key rail and road transportation center at Staunton, Virginia, as his eventual objective. He was to advance by May 2.

Sigel’s role, while essentially a supporting one, was nonetheless important, as it would protect the west flank of General Meade’s 100,000-man army as Meade attacked Lee east of the Blue Ridge Mountains. If Sigel could support Meade’s major offensive and also achieve Union control over the region west of the Blue Ridge, he would deny the Confederacy the logistical support that came from the bountiful Shenandoah Valley.

In 1862, General Thomas J. “Stonewall” Jackson had prophesied: “If this Valley is lost, Virginia is lost.” Jackson knew that with its highly productive farms and numerous flour mills, the Shenandoah Valley was a primary source of food supplies for the Confederacy. The valley was serviced by an all-weather road known as the Valley Turnpike (or simply “Valley Pike”) that had served as an invasion route for both Confederate and Union armies in 1862 and 1863. Confederate control of the valley was necessary if the Confederacy was to maintain access to the salt and lead mines to the southwest in the Blue Ridge Highlands and retain the critical rail link to Tennessee provided by the Virginia and Tennessee Railroad.

Throughout March and April 1864, Sigel solidified his control over the infantry division, the cavalry division, and five artillery batteries that formed his force of over 9,000 men. During that period, Sigel introduced a number of European immigrants into his headquarters. As a result, native-born officers in his army began to complain about Sigel’s perceived favoritism. As recorded by William C. Davis in his excellent his tory The Battle of New Market, one of Sigel’s staff officers wrote: “Sigel has the air to me of a military pedagogue, given to technical shams and trifles of military art, but narrow minded and totally wanting in practical capacity.” Morale within Sigel’s organization began to suffer as American brigade and regimental commanders bristled at being critiqued by European staff officers speaking broken English while evincing an air of superiority over the Yankees.


It was clear to Confederate leaders early in 1864 that those parts of southwest Virginia still under Confederate control were at risk. The Confederate officer charged with defending the Shenandoah Valley and Blue Ridge Highlands was Major General John C. Breckinridge, a Kentuckian and former vice president of the United States under James Buchanan (1857-61) and one of the three Democratic candidates for president in 1860. When Kentucky, a border state, supported the Union war effort, Breckinridge decided to offer his services to the Confederacy. He became a gifted combat leader and performed effectively at both Shiloh and Vicksburg.

Breckinridge assumed command of the Confederate Trans-Allegheny Department on March 2, 1864. His meager military assets consisted of two brigades of infantry and a cavalry brigade, reinforced with several widely scattered smaller units of dismounted cavalry. He found that his artillery units existed primarily on paper, with a total of only 14 field pieces among them. One bright spot for Breckinridge was the reinforcement provided his department by Brigadier General John Imboden’s forces. Imboden, commander of the Shenandoah Valley District since July 28, 1863, led 2,000 troops who reported directly to him at his headquarters in Staunton.

Breckinridge faced major challenges in organizing an effective defense before the Union’s spring offensive began, but he improved both the morale and the readiness of the 6,000 thinly spread troops available to him in April. In early May, Breckinridge received orders placing his military department under Lee’s direct command. This was a welcome change from the tangled command relationship he had previously had with the Confederate war department. Lee reinforced Breckinridge with a small infantry brigade commanded by Brigadier General Gabriel Wharton. He told Breckinridge to leave a portion of his forces to defend southwest Virginia, then to move north with the remainder to protect Staunton from Union forces now threatening that critical city.

Given the immediate danger posed by Crook’s forces attacking out of West Virginia, Breckinridge detailed additional troops to meet those Union thrusts, then pressed forward with all of the men he could muster to join Imboden’s cavalry in the valley region north of Staunton.

Because of the threat posed by Sigel’s advance into the Shenandoah and his lack of regular Confederate units, Breckinridge reluctantly accepted the offer of 250 young VMI cadets equipped as infantry and a two-gun section of artillery also manned by boys from the Institute. Strapped as he was for forces, Breckinridge had little choice but to accept the boys, most of them around 17 years of age.

Late on May 10, a breathless courier on horseback arrived at the Institute. Major General Francis H. Smith, the VMI superintendent, opened and read a dispatch from Breckinridge. The actions then taken at VMI were recorded years later in a poem by Irving Bacheller entitled

The Baby Corps:
One night when the boys were all abed, we heard the long roll beat,
And quickly the walls of the building shook with the tread of hurrying feet;
And when the battalion stood in line we heard the welcome warning;
Breckinridge needs the help o’ the corps; be ready to march in the morning.

The message meant that there would be little sleep for the elderly Smith, his small staff of officers, and the cadets. They worked through the night. Horses were needed to pull their two artillery pieces, ammunition had to be issued for the cadets’ muskets, and a march order published. Those orders directed that 32 cadets be selected for the cannon crews, and they also named 27 very disappointed cadets who would be left at the Institute as guards. The VMI contingent of 257 boys and seven Confederate officers assigned as staff and faculty marched at 7 a.m. on May 11 under command of the Commandant of Cadets, Lieutenant Colonel Scott Shipp. Bacheller’s poem continues:

The battalion was off on the Staunton pike as soon as the sun had risen.
And we turned and cheered the VMI, but yesterday a prison.

Over the next two days, the cadets marched north 36 miles to Staunton, where they joined the veteran units of Breckinridge’s force late on May 12. The Confederate forces gathering there had been reinforced by several smaller units and two additional artillery batteries. The Confederates began their march northward out of Staunton early on May 13. The cadets were to serve as reinforcements for Breckinridge’s forces that were heading toward the town of New Market, 43 miles away. The clouds of dust the cadets had stirred up as they marched out of Lexington had given way to clinging mud after two days of steady rain. It would continue to rain as they made their way toward the appointed rendezvous.

Sigel’s Union force had departed Winchester, 90 miles to the north, on May 9 and marched southward. Sigel continued his movements for the next five days, but was frequently distracted from his primary objective, the capture of Staunton, by reports being sent to him from his flanks and rear. Confederate partisans commanded by Lieutenant Colonel John S. Mosby and Captain Hanse McNeil were attacking Sigel’s rail and wagon supply lines with impunity. Sigel demanded that cavalry forces be assigned to guard all supply trains traveling south. In doing so, he deprived his main force of hundreds of cavalrymen. Sigel dispatched an additional cavalry force under Colonel Jacob Higgins in pursuit of McNeil’s Confederate raiders. Colonel William Boyd with 300 Union riders was later sent to the east, hoping to find and attack Confederates in the Luray Valley, along the eastern flank of the Shenandoah.

Advised of Sigel’s actions and knowing that Breckinridge’s troops were still over 70 miles to the south, Imboden determined to trade space for time by delaying Sigel’s offensive however he could. Leaving a covering force of about 500 troops to confront Sigel’s main body (which was strung out along the Valley Pike between Strasburg and Woodstock), Imboden led his cavalry in a series of highly successful actions against Union horsemen. Within a week, Imboden had killed, captured, or scattered nearly one-third of Sigel’s cavalry strength and succeeded in his mission of slowing Sigel’s advance. His service had provided Breckinridge with an opportunity to decide how best to confront the multiple threats posed by the several Union forces he faced.

Fully aware that Crook’s force had bested Confederate defenders in several actions southwest of Staunton, on May 10 Breckinridge requested Lee’s guidance as to his priorities for defense. Thoroughly involved in fighting near Spotsylvania Court House at this point, Lee could only reply that Breckinridge must use his best judgment. Accepting considerable risk in the southwest, Breckinridge continued his movement north on May 14, determined to confront Sigel’s advance, which he considered the greater threat to his department and to its mission.

May 14th was a day of movement for both armies. Sigel sent Colonel Augustus Moor with his infantry brigade southward from Woodstock toward New Market, some 20 miles to the south. Moor’s force of 2,300 contained three infantry regiments, two artillery batteries, and several hundred cavalrymen from different regiments. This advance proved to be more than Imboden’s tired cavalry could contain. Despite their attempts to slow Moor at Mount Jackson, seven miles north of New Market, the Confederate covering force was pushed south. By sunset, Union forces had occupied New Market and had begun to develop a defense that stretched across the valley floor along the northern edge of the town. Imboden withdrew south of town to high ground at Shirley’s Hill, sent couriers to advise Breckinridge of developments, and maintained a watch on the enemy. Breckinridge, encamped seven miles to the south near the hamlet of Lacey’s Springs, received these timely updates and determined to occupy defensive positions on the ground currently held by Imboden. Orders were published on the cold, wet night of the 14th. The Confederates began their movement north at 1 a.m. the next morning in a pouring rain.


The Confederate troops arrived two hours prior to daybreak and took position on both sides of the Valley Pike just south of town. Breckinridge directed Brigadier General Gabriel Wharton’s brigade, reinforced with some of Imboden’s dismounted cavalry, to occupy Shirley’s Hill to the west of the turnpike, south of town. Brigadier General John Echols would align his men along the pike south of town. The Southern commander was hoping to incite Moor’s Union force into attacking him. At first light, he sent Imboden with his 18th Virginia Cavalry and some artillery support eastward, where he could observe and place fire on the left flank of the Union lines on the north edge of town. In doing so, Breckinridge tried to provoke a response from Moor’s force. Confederate guns opened fire on the Union positions. As a New Market resident later recorded: “Cannon balls and shells rolled and exploded in every direction. The air was filled with dust and smoke, and curses and shrieks.” Moor’s guns returned the Rebels’ fire, but the Union troops did not advance.

Union forces defending New Market were significantly increased in number by the arrival of Major General Julius Stahel’s 1st Cavalry Division at 8:30 a.m. The Hungarian-born general assessed the situation and took command. After conferring with Moor, Stahel ordered Moor’s infantry to prepare a defense that stretched from the vicinity of St. Matthew’s Lutheran Church in the center of the town westward along the old River Road leading out of town. Moor’s three infantry regiments (18th Connecticut, 123d Ohio, and 1st West Virginia) occupied those positions. Stahel sent several of his cavalry regiments westward to screen the right flank of Moor’s infantry, positioned artillery batteries on each of his flanks, and then directed the infantry to fall back from their original position to a rise northwest of town called Manor’s Hill. Having advised Sigel by courier of the presence of what he correctly identified as Breckinridge’s entire force, Stahel determined to hold his positions until he could be reinforced by his army commander.

By mid-morning, it was clear to Breckinridge that Union forces were not inclined to attack. He then stated: “I shall advance on him. We can attack and whip them here, and I’ll do it.” He assigned Imboden the key mission of maneuvering around the eastern flank of the Union forces and, if possible, destroying the bridge leading north from New Market. If he could do this, the enemy would lose its line of retreat. Breckinridge positioned the VMI cadets with the 26th Virginia Infantry Battalion as his small reserve. Then, he ordered a general attack.

About 11 a.m., Union troops observed Wharton’s and then Echols’ infantry brigades crest Shirley’s Hill and then run rapidly down the north face of the rise like “a swarm of bees!” Echols and Wharton’s men thereby avoided taking many casualties because the veterans knew that they needed to quickly seek the cover offered by a depression between Shirley’s Hill and Manor’s Hill. Sadly for the VMI cadets, they followed the infantry in parade-ground style, marching down the north slope of Shirley’s Hill. Here, they took their first casualties from Union artillery. Confederate Captain Hill, the tactical officer for Company C, went down with a serious wound. Also wounded were four of the cadets nearby. Shipp ordered, “Battalion, close up!” and they continued their advance.

At 11:30 a.m., Breckinridge ordered his artillery to displace forward so that they might support a continued advance into town and beyond. At noon, the Confederate infantry attacked through muddy fields to seize the town itself and Manor’s Hill to the west. At this point, Sigel arrived to confer with his subordinates, Stahel and Moor. Although Sigel was inclined to retreat from what he perceived to be a large Confederate force, his field commanders urged him to bring up reinforcements and make a battle of it. Sigel is reported to have stated: “We may as well fight them today as any day.” The main phase of the battle was joined.

Over the next two hours, Southern forces continued to advance against a steadily growing Union presence. The lack of effective, coherent battlefield leadership by Sigel and his staff led many of his arriving units to occupy positions from which they could contribute little. Despite the efforts of Breckinridge’s veterans and the support rendered from the flanks by Imboden’s cavalry, the steady increase in Sigel’s unit strength (especially in artillery) began to sway the battle in favor of the Union by 2:30 p.m. Union gunners firing from Bushong’s Hill northwest of the town blasted great holes in the southern line between the lead elements in Wharton’s brigade. The Confederate advance stalled, then began to recede. Clearly, the critical moment was at hand. The only Confederate troops not yet committed were the VMI cadets and the small 26th Virginia Battalion. A staff officer implored Breckinridge to commit the reserve. Breckinridge at first demurred, but then, with a catch in his voice, said: “Put the boys in … and may God forgive me for the order.”

As the Confederates scrambled to plug the gaps in Wharton’s line near the Bushong family farmhouse west of town, Sigel ordered Moor to assault with three regiments and Stahel led a cavalry charge against Echols’ Southern infantry and artillery along the turnpike north of town. This cavalry action came to grief because of the fast-firing Confederate artillery and the stubborn resistance of two of Echols’ infantry regiments. (One of which, the 22d Virginia, was commanded by Colonel George S. Patton, whose grandson would gain fame in World War II.) The Union infantry gained only a hundred yards before halting to exchange volleys with the desperate Confederates. German-speaking staff officers sent by Sigel to realign his forces only succeeded in confusing his front-line commanders!

It was at this point that the boys from VMI came into the fight. Their ranks were swept by Union artillery and musket fire, but even as youngsters fell on every side and their commander was stunned by a shell, the VMI boys moved on. They passed the Bushong house, then halted to restore their organization. Joined by the 26th Virginia, they then vaulted a fence line and assaulted directly into the face of Union positions on Bushong’s Hill. As they moved forward, Breckinridge’s battered troops rose up from their temporary defenses and joined the assault. It proved to be more than Sigel’s dispirited men could withstand and they began to withdraw to the north; slowly at first, and then with disregard for the orders of their officers to stand and fight.

By 3:30 p.m. that rainy afternoon, the entire tactical picture had changed. The VMI Corps had seized a Union cannon and had stood the test of battle. Fifty-seven of the VMI officers and cadets lay dead or wounded on the field. Breckinridge rode to them atop Bushong’s Hill and ordered them to stand down. There, on the objective of their attack, he told them, “Well done, Virginians! Well done, men!” Years later, former VMI cadet and New Market veteran Benjamin Colonna recalled, “Then he turned and rode away, taking with him the heart of every one of us.”

The striking differences between Breckinridge and Sigel, especially in their command styles and in the effectiveness of their leadership, were evident to men fighting on both sides. Sigel’s dispirited forces retreated throughout the evening as the Confederates pursued them northward. Night closed the action. At the cost of 43 dead and less than 500 wounded, Breckinridge’s force had defeated Sigel’s larger Army of West Virginia, which suffered almost 100 deaths, 500 wounded and over 200 captured.


Sigel was relieved of command and replaced by Major General David Hunter. Southern newspapers praised Breckinridge and beleaguered Confederates took heart in learning that his small army had stymied, if only for a time, a major Union threat to the Shenandoah Valley. Soon, Breckinridge was ordered east with his division to reinforce Lee near Richmond. He would continue to command troops until being appointed as the Confederacy’s secretary of war in February 1865.

In June 1864, Hunter drove southward through the Shenandoah with 8,500 men and defeated a smaller Confederate force at Piedmont on June 5. He occupied the important rail junction of Staunton on June 6, then continued his offensive southward. When his troops reached Lexington on June 11, he ordered that his artillery shell the VMI barracks. The Corps of Cadets had evacuated Lexington before Hunter’s arrival and marched to Lynchburg to assist in the defense of that city. There, Hunter would be defeated by another ad-hoc defense, led this time by Lieutenant General Jubal Early. The Shenandoah Valley would eventually fall to the Union in October 1864 when Major General Philip Sheridan succeeded in subduing Confederate forces there.


This battle continues to provide important lessons for historians, students and military officers. In 1988, the U.S. Army Center of Military History published Joseph A. Whitehorne’s monograph The Battle of New Market: Self-Guided Tour. It can be read online at the center’s website, A well-received recently published history is Charles Knight’s Valley Thunder: The Battle of New Market and the Opening of the Shenandoah Valley Campaign, May 1864 (Savas Beatie, 2010).

Today’s visitors to the Shenandoah Valley will find themselves welcomed at the New Market state battlefield visitors center. There, they will have the opportunity to walk through much of the ground that was fought over 150 years ago. For more information about the Virginia Museum of the Civil War: New Market Battlefield State Historical Park, visit Virginia Military Institute, the Shenandoah Valley Battlefields Foundation, and the Civil War Trust have partnered to ensure that the historic battlefield will be preserved for current and future generations who can learn the enduring truths about Leadership … when Lives are on the Line.  


John W. Mountcastle, PhD, is a retired U.S. Army brigadier general and serves on the “Armchair General” advisory board. A 1965 VMI graduate and a former Army Chief of Military History, he teaches Civil War history courses at the University of Richmond.

Originally published in the March 2014 issue of Armchair General.