In October 1862, Gen. George Brinton McClellan's Army of the Potomac was recovering from the Battle of Antietam, 10 miles north of the Loudoun County border. The battle had left 12,500 of his men dead, wounded or missing on Sept. 17. Thus, he was in no hurry to advance and had sent a telegram to President Abraham Lincoln noting his army's "sore-tongued and fatigued horses."

Lincoln, who was ready to fire McClellan, responded with a telegram of his own on Oct. 25: "Will you pardon me for asking what the horses of your army have done since the battle of Antietam that fatigue anything?"

On Oct. 27, McClellan's engineers laid pontoon bridges across the Potomac River at today's Brunswick and across the Potomac and Shenandoah rivers at Harper's Ferry. His battle-tested but haggard force of 35,000 men then marched south through Loudoun and Fauquier counties.

Those who crossed at Harper's Ferry marched toward Hillsboro on Harper's Ferry Road. As onlookers saw the sorry condition of many horses, they sent word ahead so residents could hide their steeds.

The hiding places were on the upper jagged-rock slopes of Short Hill, cut into metamorphosed sandstone. I've hiked to two of the prominent caves. The one on the east slope has always been called Wolf's Den, and the one on the west is called, for no known reason, "Jackie Young's horse stables." Each cave has room to shelter about six horses.

Residents along the path of McClellan's march south from Brunswick along the Berlin Turnpike were not as fortunate in their choice of refuges. The Lewis Taylor family in Purcellville stabled its last horse in the parlor and drew the drapes. McClellan's men passed up that horse, but a host of other similar stories indicate that his soldiers caught on to such ruses.

The soldiers belonged to the main force of McClellan's army, which had reached Purcellville. The general stayed at the home of Edgar Rodney Purcell, postmaster, storekeeper and son of town founder Valentine Vernon "Vol" Purcell.

A New York Times correspondent who signed his articles "J." traveled with McClellan's army, and his Nov. 1 report began:

"PURCELLSVILLE, Va., Fourteen miles from the Potomac. For the first few miles after leaving Berlin, the people are staunch Unionists; but on penetrating the country, the people are found to be tainted with the secession epidemic until reaching this vicinity, where, with the exception of Quakers, they are fairly rampant.

"Purcellsville cannot be dignified with the title of village, consisting merely of a few straggling houses on the Winchester and Leesburgh [Turnpike]. . . . The cavalry regiments are encamped in some delightful groves extending along both sides of the road."

A mile south of Purcellville, "J." found himself and McClellan's army in an "extensive settlement of the community of Friends." The reporter described the area, today's Lincoln, as "a calm, peaceful Island of the Blue, undisturbed by the war which fumes and rages all around."

He also observed that the Friends "employed and held no slave" and quoted a "meek-eyed old lady" as saying, "We lift up our testimony against the accursed thing."

Four miles northwest, at the village of Woodgrove, some young boys sat on the front porch of a farmhouse at the crossroads. Years ago, the Rev. Henry Heaton, grandson of one of the boys, told me that a swaggering Union captain had stepped onto the porch and asked the youngsters, "What town are we in?" With equal aplomb, one of the boys answered, "It ain't Richmond."

While correspondent "J." and much of McClellan's army were resting in the Purcellville-Lincoln area, Jeb Stuart's cavalry was attacking other Union contingents at Mountville, Philomont and Unison. Gen. Robert E. Lee had sent Stuart into Loudoun on Oct. 12 to screen the main Confederate army, moving south in the Shenandoah Valley.

After a skirmish in Unison, which sent citizens along its one main street scurrying for cover, the Unison Methodist Church became a hospital for Union wounded. They inscribed their names and ditties on the church walls with bayonet points. Ellsworth Parker of the 21st Regiment Pennsylvania Volunteers scratched this couplet, since been painted over:

In some lone hour of bliss

When sorrows are forgot,

Then cast a happy glance at this

and read forget me not

In Middleburg, John Esten Cooke of that prominent Loudoun family, wrote in his book "Wearing of the Gray" of reaction to the approach of Stuart's cavalry:

"The whole hamlet seemed to have been attacked by a sudden fit of joyous insanity. . . . Most striking of all scenes of that pageant, was the ovation in front of a school of young girls. The house had poured out, as from a cornucopia, a great crowd of damsels, resembling in their dresses, a veritable collection of roses, tulips, and carnations. . . . No sooner did his column come in sight in the suburbs than a wind seemed to agitate the roses, tulips, and carnations; a murmur rose -- 'He is coming!' "

Such ecstasy was short-lived, for on Nov. 5, Union troops retook Middleburg. Maine private John Haley described the town's ladies in a letter to his family: "Some even came out smiling, waving their handkerchiefs at us, though Satan never hated holy water more than they do us. . . . We smiled on them very graciously, molested no one, but marched quietly through as though it were some Northern town."

Also on Nov. 5, Ida Powell Dulany of Oakley, near Upperville, wrote in her diary of a different breed of Yankee: "The depredations have commenced. . . . They have taken off as much corn as their horses could carry and are insolent and overbearing in manner."

Four days later, she wrote: "All but 15 of our improved flock of sheep had been taken . . . their skins were dotted about over the ground. They killed several hogs, every goat."

She also mentioned that a northern chaplain said to her son Rozier "in his blandest manner, 'Well little man, what do you think of the Yankees?' Quoth master Rozier, 'I think they is nasty, stinking devils.' The old man let him alone."

Dulany also wrote one of the few comments regarding the slaves' reaction to the northern invasion. "Their indignation equals ours," as the soldiers took "their chickens and other things as unscrupulously as if they had been the original secessionist."

Union Provost Marshall Marsena Patrick, encamped near Rectortown, wrote in his diary Nov. 6: "I know not how many men I have had arrested today. . . . I have got a number of horse thieves in Custody & have handled some marauders very severely."

The next day, Patrick wrote, "The Brandy . . . which I have kept so carefully, was stolen out of my tent Yesterday, just when I most needed it."

Susan Curlette of Waverley, an estate near present-day Delaplane, was incensed about the theft of 20 stacks of grain and eight slain sheep. In a letter she handed to a New York Times reporter covering the Union advance, she said the acts "render me nearly destitute of provisions."

The Times published Curlette's letter, but the reporter, while verifying the theft and killings, added this postscript:

"A Mrs. Curlette, a widow, but wealthy lady, who owns 240 acres of fine land, with ample barns and a kitchen, gardens containing a handsome variety of vegetables which no one had disturbed. Her house is one of the best in that region, and will compare favorably with the best residences in New York, being furnished in elegant style.

"Four or five servants, male and female, remained to do her farm and housework. Her fat pigs were counted almost by the score, which the guard had protected from seizure, and a flock of fine sheep broused undisturbed around her quiet premises; notwithstanding, Mrs. Curlette persisted in the assertion that she would starve to death before Spring."

At Woodside, near Salem (now Marshall), Anne Lewis Jones, granddaughter of Chief Justice John Marshall, set dinner for 12 Union officers and Times correspondent "E.S." He wrote of the party in the newspaper: "The good lady entertained us in a style of hospitality once so characteristic of the old families of Virginia. She seemed quite free from the whine and cant quite common among the first families, about the losses and vexations of the war."

Several jottings of soldiers, Northern and Southern, also told of an idyllic upper Fauquier. McClellan's troops were recalled by many as shoeless, poorly clad and laboriously marching in freezing weather. When they came in contact with such abundance, it was bound to create envy among the Union rank and file.

The Times thought it fit to print a comparison between upper Fauquier folk and the Loudoun Valley Quakers: "Most of these confessors evidently hide their light under a bushel while their rebel neighbors are bold and outspoken in their treason."

One of the boldest, according to the diary of Lt. Tully McRea, a Connecticut Yankee, was an old farmer who lived near Rectortown. "The coolest specimen of Secesh that I have yet seen." He had eight horses, but they were too lame to pull anything. "He did not try to conceal that he was a Rebel, and said he had let his army have nice horses, all that was fit for anything. Oh, how I did want to take some of his horses!"

On Nov. 5, Lincoln relieved McClellan of his command, for his poor leadership, not for the conduct of his men. Under the next commander of the Army of the Potomac, Maj. Gen. Ambrose Burnside, the havoc continued.

The next day, Union troops reached Warrenton, described by a New York Herald reporter as "neat" and "attractive," but "the presence of our armies is not improving it at all."

Another Herald reporter described Warrenton residents as furnishing accommodations "grudgingly, and at exorbitant prices. . . . Coffee, tea, sugar, salt, are matters connected with the past history of this place." He noted that town "coffee" consisted of water flavored with burnt rye, corn cake and bacon.

He called the town "a hotbed of disloyalty" and noted that churches and hotels were "filled to overflowing with Secesh sick and wounded." He observed that nearly every single girl was dressed in "mourning habiliments" and doubted whether the town could make it through the winter.

The diaries of Edward Carter Turner of Kinloch, near The Plains, mentioned Lincoln's Emancipation Proclamation, issued Sept. 22. The proclamation was to take effect Jan. 1, 1863.

Turner wrote in early December that he didn't think that the proclamation would make much difference because the Union troops always enticed the slaves to escape. On Christmas Day, he wrote that he thought most of the slaves looked forward to freedom. But after the day came, and his slaves asked for wages, Turner told them he couldn't pay and they could leave if they wanted.

One former slave of near-neighbor Richard Horner, said, according to a family member, "Well, I promised Mars Richard to stay 'till he come home, and I'm going to do it and care for things."

Union Lt. George Washington Whitman, brother of poet Walt Whitman, trudged through nearly every western Loudoun and upper Fauquier town, from Lovettsville to Orlean. He summed them up with one sentence:

"The villages we have passed through are the most God forsaken places I ever saw, the people seem to have nothing to eat as the men have all gone in the Secesh army, and how they are going to get through the winter I don't know."

Eugene Scheel is a Waterford historian and mapmaker.

"Jackie Young's horse stables," above, was one cave where horses were hidden.Union Lt. George Washington Whitman told of woeful conditions in Loudoun and Fauquier.