On the night of June 2, 1861, and into the early hours of the next morning, thunderstorms lashed the mountains of northwestern Virginia and drenched the little town of Philippi--named not for the Macedonian city of antiquity, but for Philip Pendleton Barbour--a former Supreme Court justice and states' rights advocate. Some maps showed it as Phillipa.

Flashes of lightning reflected off the Tygart River, the town's western boundary, illuminating a covered bridge spanning its steep banks, and a handful of tents pitched nearby. Rain drummed on wagons loaded with supplies and accoutrements of war in the streets. About 800 Confederate volunteers were encamped among the community's 300 or so residents, but they would be leaving soon. Their commander knew thousands of Federal troops planned to attack, and his untrained warriors lacked adequate weapons or ammunition. Even tents were in short supply. Men slept in barns, private homes and public buildings.

The plank floor of a schoolhouse near the town's southeast corner did not make for restful sleep, and shortly after 4 a.m., Lieutenant David Poe of Virginia's Letcher Guards gave up and walked outside. The rain had ended, but as he stood in the mist and fog, he heard a hollow boom. The accompanying flash seemed to come from the steep slope of Talbott Hill just across the Tygart. A second flash and boom convinced Poe that a different kind of storm had arrived in Philippi.

The first inland engagement of the Civil War had begun.

After resigning his commission in the U.S. Army, Maj. Gen. Robert E. Lee took command of Virginia's military and naval forces. He had to defend an area stretching from the Atlantic Coast to the Ohio River, but Lee quickly focused significant attention on protecting the northwest--or more precisely, the crucial Baltimore & Ohio Railroad that ran across Virginia from Harpers Ferry to Wheeling. Farther down the Ohio River from Wheeling, the Northwestern Virginia Railroad traveled east from Parkersburg to join the B&O at Grafton.

Lee sent Colonel Thomas Jackson--not yet known as Stonewall--to take command at Harpers Ferry and telegraphed militia commanders at Wheeling and Weston to muster in volunteers to protect the railroads. He expected five regiments, more than 3,000 volunteers, would rally to Virginia's flag from the area between Grafton and the Ohio.

Three hundred would have been closer to reality.

Long-strained relations between east and west Virginia were at a breaking point. The state's political system favored areas with large plantations and slaves over the mountainous northwest, with its economic ties to Northern river cities and its many supporters of abolition. With a statewide vote pending on whether Virginia should secede from the Union, westerners planned to meet May 13 at Wheeling to work on defeating secession--or, failing that, to consider forming a separate state. Still, Lee could not believe any citizen of the State will betray its interests.

On May 4, Lee had ordered Colonel George A. Porterfield, a Virginia Military Institute graduate and Mexican War veteran, to Grafton to organize the expected army of volunteers and protect both rail lines. Arms and ammunition would be sent from Staunton and Harpers Ferry, but Lee felt sending reinforcements from other parts of the state would not be prudent, as locals might resent them.

At Grafton, Porterfield discovered Unionists had driven out his few volunteers, who were at Fetterman, five miles away. Other companies loyal to his cause were organizing in Marion, Harrison and other nearby counties, however, and troops were gathering at Philippi, some 25 miles away, where a secessionist flag flew over Barbour County's courthouse.

But what he found at Philippi appalled him. It was as if a flock of geese had decided to play soldier, honking and stumbling about--and those were the officers.

The men couldn't march properly. Their weapons ranged from pistols to antiquated squirrel rifles. Porterfield would need months to fashion an effective force.

On April 23, the same day Lee took charge of Virginia's military, the War Department in Washington had received a telegram from Ohio. George B. McClellan proudly announced Ohio's governor had placed him in charge of all state troops, but complained that he was in the position of a commander with nothing but men--neither arms nor supplies. He asked for 10,000 modern rifles and 5 million cartridges so he could thoroughly drill his recruits. Within days, the War Department placed McClellan in charge of the Department of the Ohio, soon expanded to encompass Ohio, Indiana, Illinois, Missouri, Kentucky, a smidgen of Pennsylvania and all of Virginia north of the Big Kanawha River and west of the Greenbrier. But Winfield Scott, commander in chief of the Army, did not deem it expedient to entrust McClellan's 90-day enlistees with the best weapons, which would likely disappear when the men went home.

Scott wasn't providing weapons to the pro-Union Virginia troops organizing on Wheeling Island, either. The 1st Virginia Infantry (Union), commanded by Colonel Benjamin Franklin Kelley, had 1,000 men by mid-May. Unionists were forming a second regiment in Wheeling, but until Virginians voted for or against secession, the War Department was maintaining neutrality in the state. McClellan may have sent some old flintlocks, but Virginia's ambiguous status and the federal government's non-interference policy limited what he could do. To arm the men at Wheeling, residents of nearby Wellsburg finally arranged through Governor John Andrew of Massachusetts to purchase some old Springfield muskets.

Meanwhile, on the night of May 22, one of Porterfield's pickets, Private Daniel W. Knight, exchanged shots on a bridge at Fetterman with Thornbury Bailey Brown, a private in the pro-Union Grafton Guards. Knight was hit in the ear, but Brown fell dead, reputedly the war's first fatality in a fight between soldiers.

The next day, Virginians voted 125,950 to 20,373 to officially leave the Union. Votes from 34 western counties were never counted. On May 24, Porterfield occupied Grafton with fewer than 500 men. A letter from Virginia's governor, John Letcher, suggested that he take a train some night, run up to Wheeling, and seize the arms sent recently to that place.

Porterfield may have muttered some choice words about Letcher's ignorance of his situation, but he followed the governor's suggestion to destroy railroad bridges to forestall any attempted Federal movements.

With Virginia's election over, the War Department telegraphed McClellan urging him to counteract Porterfield's move.

On May 26, McClellan ordered Kelley to move by train to repair and secure bridges with the support of the 16th Ohio Infantry. McClellan then issued a proclamation addressed to the Union Men of Western Virginia.

I have ordered troops to cross the river, McClellan wrote. They come as your friends and brothers. They would not interfere with slavery, McClellan assured Virginians, and would crush with an iron hand any attempt at slave insurrection. John Brown's failed attempt at a slave rebellion in Harpers Ferry in 1859 still hung over Virginia's slave owners like a threatening storm.

Around 4 a.m. on May 27, Kelley's men boarded a train at Wheeling--after he threatened to jail the B&O representative if he didn't provide cars. They rebuilt the Mannington bridge that night, secured nearby Fairmont the next day, and by June 1 were in Grafton. But the Rebels had in the meantime returned to Philippi. Sympathizers in the telegraph office informed Porterfield that 1,500 Union troops were on the way, and he knew he had no hope of holding the town. No arsenal was going to send its best firearms to him. At Harpers Ferry, Jackson was forced to pay $5 apiece to buy back muskets for his own use that had been distributed to local militia before he arrived. The arsenal at Richmond had just 9,363 firearms, 6,700 of which were obsolete flintlock muskets and pistols.

Porterfield received what he later described as 1,000 rusty muskets, a smattering of ammunition and some barrels of loose powder. Worse, most of the percussion caps sent to him were for shotguns, too large for the nipples on muskets. In short, he had nearly useless firearms and about 600 infantry and 175 mounted troops, including some recently arrived from the Shenandoah area. If it had been intended to sacrifice me, I could not have expected less support than what I have had, he complained.

And if that weren't enough, Porterfield learned on June 2 that the Federals were on the march. Mrs. George Whitescarver of Pruntytown, a Confederate spy whose husband was a private under Porterfield, provided the colonel with details of a planned two-pronged attack to cut his line of retreat. One attack column had left Grafton that morning. At a council of war that afternoon, Porterfield vented his anger about how he had been ill-used by my State. Criticized for withdrawing from Grafton, he intended to hold Philippi as long as possible.

His officers, however, had already voted to leave. Some companies had just five percussion caps per man; one had even less. Without cartridge boxes, the men carried their powder in their pockets where perspiration and rain dampened it. Even if they entrenched on the hills outside town, they were only equipped for a 15-minute fight. Nevertheless, Porterfield declared there would be no retreat before morning. If attacked, the men were to make an orderly withdrawal to Beverly, 25 miles away and higher in the Allegheny Mountains.

Around twilight, when Mrs. Whitescarver's report was confirmed, Porterfield changed his orders. The retreat would begin at midnight unless there was rain. If it rained, the infantry pickets were to come in at midnight; if not, they would stay on guard until 2 a.m. The cavalry would remain on patrol.

Those were ambiguous orders for troops he'd already assessed as untrained rabble. Most of the cavalry, disobeying their orders, returned around midnight. The infantry pickets had already come in to escape the rain. Nobody told Porterfield.

The storms began between 8 and 10 p.m. The dousing rains, deafening thunder and frequent lightning prompted one Confederate captain to observe, Hell, any army that would march on a night like this must be made up of damned fools.

Even as he spoke, two columns of damned fools were slogging their way toward Philippi. McClellan had sent Brig. Gen. Thomas Morris of the Indiana militia to take charge at Grafton. Two Ohio and two Indiana regiments, plus the 1st Ohio Light Artillery, were on their way by train from Parkersburg.

Morris had Kelley postpone his planned attack until those reinforcements arrived, to permit a double envelopment. Colonel Ebenezer Dumont of the 7th Indiana Volunteer Infantry would take one column to engage the Rebels from the west and divert attention until the [main] attack is made by Colonel Kelley, who would strike from the southeast with six companies of the 1st (West) Virginia, nine of the 9th Indiana and six from the 16th Ohio--about 1,600 men total. The two widely separated columns were to arrive simultaneously at Philippi at 4 a.m. With no line of communication between them, a pistol shot from Kelley would be the signal for the battle to begin.

On the morning of June 2, Kelley's men boarded an eastbound train under the guise of going to capture Harpers Ferry; they debarked instead at Thorn­ton, seven miles from Grafton and east of the Tygart River, and began a 25-mile march that would bring them into Philippi from the south.

Captain Robert MacFeely described the march: Wagons containing blankets, coats, and one day's rations are behind. A scanty dinner from farmers. Camped at 10 p.m. nine miles from Philippi. Wagons still behind, no supper. Commenced to rain terribly. Men hungry, tired, wet and complaining a great deal. Some exhausted men fell asleep marching. Like their opponents, few had cartridge boxes, and they carried their loads in the pockets of their drenched clothing.

Near Dantown, Kelley chose the wrong route, which he blamed on a secessionist guide he'd impressed into service. Instead of coming in behind the Rebels, his men would arrive at the same place as Colonel Dumont's diversionary force.

At 8:30 p.m., Dumont and eight companies of the 7th Indiana took a train southwest from Grafton to Webster to join companies of the 6th Indiana, 14th and 15th Ohio, and two 6-pounder cannons of the 1st Ohio Light Artillery. They began their 15-mile march toward Philippi with Lieutenant Benjamin Ricketts of the 7th Indiana carrying a lantern--under protest--to light the way. Despite the downpours, they made the last five miles in an hour and 15 minutes, according to Dumont. Exhausted men fell out along the way. The cannons were positioned on Talbott Hill.

The noise of infantry coming up the hill awakened Matilda Humphreys, who had a son among the troops in town. She awoke a younger son, Oliver, and put him on a horse to go warn his brother. The Federals pulled Oliver to the ground. His mother assailed them with sticks, rocks and fists and put the boy back on his horse. They dragged him off again. She pulled out a pistol she had concealed, and fired. She missed--but the cannoneers assumed her shot was Kelley's signal and yanked a lanyard. Moments later the second piece fired. It was 4:20 a.m.

In the town, Lieutenant Poe heard the cannon, alerted his commander and began forming up the Letcher Guards.

Captain D. A. Stofer, about to change the guard near the covered bridge, stepped outside when he heard the guns. He saw armed men 500 yards away, coming down Talbott Hill. Another group, about equidistant, approached along the graveyard road--in spite of everything, Kelley's men had arrived within a half-hour of the specified time, albeit in the wrong place. Stofer told the guards to save themselves, then went to rouse the sleeping army.

With virtually no one contesting them, the 7th Indiana rushed across the bridge and were just outside of town, but Dumont held back the rest of his command. For political reasons, Kelley's western Virginians were supposed to be the first to seize the bridge.

Colonel Porterfield awoke at the home of a Mrs. Strickler and calmly got dressed. He walked to the Barbour House inn where his official quarters were, saddled up his horse and rode toward a line of men at the north end of the street. Realizing they weren't his, he turned and rode slowly back the way he'd come.

The town was bedlam. Porterfield's soldiers rushed to and fro. Mounted cavalry and terrified, riderless horses galloped through the streets. Civilians ran for the wooded hillsides. One frightened woman reportedly left her baby in its cradle when she fled.

A cannonball ricocheted into a barn where the Churchville Cavalry had been sleeping and slammed into James E. Hanger's leg. The Rebel private had only arrived in Philippi on June 1. He had volunteered for a company at Washington College in Lexington, but his mother disapproved and asked him to join two of his brothers in the Churchville Cavalry. Federals found him in the barn four hours after he was wounded, and Dr. James D. Robison, surgeon of the 16th Ohio, performed what was likely the first amputation of the war.

Most of Porterfield's companies marched out of town on the Beverly road, in more or less orderly fashion until the Churchville Cavalry fled pell-mell through their column. The riders stopped a half-mile from town and formed a rear guard.

Colonel Kelley led three companies of Federals up Main Street. Near the south end of town a pistol shot thudded into his right breast; moments later he toppled from the saddle. The wound appeared fatal, but he recovered and was promoted to brigadier general.

The retreating Rebels left behind a half-dozen full wagons and their surgeon's medical tools, but only five of their men were captured, including the injured Hanger. Hungry, exhausted Federals did not pursue.

The first land battle of the Civil War lasted perhaps 30 minutes. Both sides inflated the number of enemy troops and casualties, but fewer than a dozen men were wounded, and there were no fatalities. Northerners proclaimed it a rout, the Philippi races. Southerners said most of Porterfield's men left in good order, in accordance with his plans. Both were partially correct.

Based on the Philippi victory and another at nearby Rich Mountain on July 11, McClellan was given command of the Army of the Potomac, the Union's largest army. Porterfield was acquitted by a board of inquiry that praised what he'd done with meager resources but chastised his want of forethought and vigilance. Relegated to staff positions, he saw his military career end a year later when he was captured and paroled.

Small though the skirmish on the Tygart was, it contained nearly all the elements that would determine the war's outcome, including the North's effective use of rail transit. In western Virginia--which would become West Virginia in 1863--Southern leaders displayed the myopia that characterized their every attempt to reclaim territory they regarded as home to patriotic Southerners who would swell their ranks by the thousands if liberated from the heel of Yankee oppression. In Maryland, Kentucky and elsewhere, the expected tidal wave of volunteers never materialized, nor were provisions ever made to arm and equip those volunteers to secure the liberated territory.

Tenacity, terrain and frequently daring leadership would keep the dream of a Southern Confederacy alive for four bloody years, but its epitaph was already written at the war's first battle, Philippi: Too few trying to defend too much with too little, fighting against a people in whom the bonds of Union had become too strong to sever.