Tomorrow marks the 140th anniversary of the Battle of Kelly's Ford.

The encounter on the Rappahannock River was minor in terms of troops involved, about 2,900, and casualties, about 210. But for the first time in the Civil War, the Union cavalry proved its mettle was nearly that of Confederate horsemen.

The battle also claimed the life of one of the South's most accomplished artillerymen, Maj. John Pelham, 24. His adroit and unrelenting marksmanship in Jeb Stuart's Valley and Peninsular campaigns, and at Fredericksburg and Antietam, had led Stuart to write, "No field grade is too high for his merit and capacity."

Union forces held the Fauquier bank of the Rappahannock during the winter of 1862-63, while Confederate pickets patrolled the Culpeper bank and guarded the major fords. Once the weather broke, Union forces were eager to cross the river to destroy the main Confederate supply line, the Richmond-to-Shenandoah Valley rail link at Gordonsville in Orange County. But high water caused by heavy winter snows precluded a crossing downriver from Kelly's Ford.

The ford had been a major Rappahannock River passage since prehistoric times, when ancestors of the Susquehannock and Iroquois Indians crossed it on their north-to-south migrations. Sioux villages had lined both banks, up and downriver from the ford.

The Kellys had lived at the ford since Colonial times, when Hedgeman's River Baptist Meetinghouse stood on the heights above the Fauquier bank. Then, the river was often called Hedgeman's River, for Nathaniel Hedgeman, who had received several land grants in 1712-14.

Since the 1820s, a mill village usually called Kellysville on the Culpeper side of the river had been the largest community on the Rappahannock upstream from Fredericksburg. Petitioners for "John P. Kelly's new bridge" in 1836 cited his mill as "a manufacturing establishment upon a large scale," and the 1850 census of manufacturers noted a mill producing 100 barrels of flour a day, a cloth factory, an up-and-down sawmill, a blacksmith and wheelwright shop, cooper shop, shoe factory and creamery. This manufacturing complex was the largest in Culpeper and Fauquier counties.

But for Confederate and Union pickets guarding opposite shores of Kelly's Ford that winter of 1862-63, Kellysville was all but empty. In the early summer of 1862, John Kelly's son, Granville J. Kelly, dismantled the machinery and looms to keep approaching Union troops from destroying them. The machinery was shipped to Lynchburg and never returned.

No Union document mentions St. Patrick's Day, which had been widely celebrated in the North for more than a decade, as a reason for picking March 17 as the day to move on the vacant Kelly buildings, but area "holiday attacks" would soon become common.

These included the April 1, 1863, Union assault on John Mosby, the Confederate partisan ranger, at Miskel's Farm in Loudoun; the June 17, 1863, charge by the 1st Massachusetts Cavalry on Bunker Hill Day near Aldie; the July 4, 1864, attack by Mosby on Chesapeake and Ohio Canal boat excursionists; and the Jan. 1, 1865, attack by Mosby at Five Points in Fauquier.

At 1 a.m. March 17, 1863, a dispatcher told area commander Brig. Gen. Fitzhugh Lee at Confederate headquarters at Newby's Shop, three miles from Kelly's Ford, that Gen. William Wood Averell's Union troops were encamped on the heights by Mount Holly Church, a few miles from the ford.

Twenty Southerners under Capt. James Breckinridge were guarding the ford, but only 15 could fire because every fourth man had to hold the horses. Lee ordered 40 others to reinforce Breckinridge's command.

Lee had 800 in his cavalry brigade, and they needed to guard at least three other important Rappahannock River fords: Beverley's, north of the destroyed railroad bridge by the present Remington railroad bridge; Cow Ford, just south of that bridge; and Norman's Ford, on the Carolina Road between Cow Ford and Kelly's, the deepest of these fords. The bridge at Kelly's had been destroyed.

Three weeks earlier, Lee's cavalry had routed Averell's horsemen on Warrenton Pike near Hartwood Church. Lee then wrote: "Dear Averell: I wish you would put up your sword, leave my State and go home. You ride a good horse, I ride a better. Yours can beat mine running. Send over a bag of coffee -- Fitz."

Averell hadn't taken kindly to the speed of his horse in retreat and was determined to pay his West Point classmate a visit. On March 17, his 2,100 Union horsemen were poised to attack. At 5 a.m., his dismounted cavalry began wading across.

Breckinridge's sharpshooters stymied the Union crossing and soon were reinforced by Lee's 40-man party. For 1 1/2 hours, they forced Averell's men to scramble on the Fauquier bank.

With the Confederates' ammunition waning, 16 1st Rhode Island cavalrymen reached the level Culpeper shore. The Confederates retreated, and by 10 a.m., Averell's entire force, including four artillery pieces, had crossed the river.

Averell reported only 10 men killed or wounded and 15 horses lost. Breckinridge did not record his casualties, but 25 of his 60 men were captured. Breckinridge escaped, hiding in the eaves of John Kelly's ice house, and did not emerge until evening.

Lee learned of the Rhode Islanders' crossing about 7:30 a.m. and relayed the information to his commander, Maj. Gen. James Ewell Brown Stuart, at the Virginia Hotel at Culpeper Court House, the town now known as simply Culpeper.

Pelham, Lt. Col. Harry Gilmor and other officers were constant visitors at the hotel and at Judge Henry Shackelford's nearby home, where his three unmarried daughters beckoned. Gilmor wrote in his war memoirs that Pelham, "as grand a flirt as ever lived," had an eye for daughter Lucy.

As Stuart, Gilmor, Pelham and other aides rode out of town to join Lee at Newby's Shop, an hour's journey, Gilmor described Pelham, riding by Stuart's side, as "tall, slender, beautifully proportioned" and "looking fresh, and joyous, and rosy as a boy ten years old." Several accounts spoke of Stuart loving Pelham as a younger brother.

By midmorning, Stuart and Gilmor had joined Lee. Averell's sharpshooters had advanced to a stone wall by the home of Garland T. Wheatley, a mile north of Kelly's Ford. Others of Averell's force were deployed in the woods about Wheatley's farm. Considering the flat terrain, his advance had been cautious.

Lee, observing the stationary Union sharpshooters and cavalrymen and knowing of Averell's timidity in battle, turned to Stuart and said, quoting Gilmor: "General, I think there are only a few platoons in the woods yonder. Hadn't we better take the bulge on them [Lee's favorite expression] at once?"

Stuart agreed, and Lee's several hundred cavalrymen charged, while some units dismounted to counter Union fire from behind the stone wall. Pelham rode to the rear, near Newby's Shop, to help bring Maj. James Breathed's four-gun battery into optimum firing position.

When Pelham returned to the front, he joined Stuart and Gilmor in spearheading another cavalry charge against Union forces at the stone wall.

Gilmor wrote that Pelham drew his saber, spurred his mount and yelled, "Forward!"

Then, as he reached a breach in the stone wall, an artillery shell burst overhead. "With the shout of battle on his lips," wrote Gilmor, Pelham reigned his horse, then fell out of the saddle and onto his back, his eyes open.

A half-inch shell fragment had entered Pelham's brain. A field ambulance transported him to Culpeper Court House where, Gilmor said, he died at Shackelford's home at 1 p.m.

As Pelham was carried to the rear, the Federal cavalry counterattacked and drove Lee's forces, outnumbered 3 to 1, to a rear position just north of Carter's Run, a swollen tributary of the Rappahannock. Breathed's battery crowned a hill to the rear.

From this final position, Lee again attacked, and while his left flank drove everything before it, his right flank, opposed by Rhode Islanders, was driven back to the farm of James Newby, and Breathed's battery had to abandon its position.

Maj. Henry B. McClellan, Stuart's adjutant, wrote in his analysis of the battle: "Surely Averell should have felt himself able to 'rout or destroy' that small force. . . . We cannot excuse General Averell's conduct. He ought to have gone to Culpeper Court House."

The nearest Confederate reinforcements were at Fredericksburg, 18 miles away.

Averell's official report cited Breathed's guns as a permanent emplacement, "covered by earthworks . . . our artillery could not hurt them. . . . Our ammunition was of miserable quality and nearly exhausted. . . . Theirs, on the contrary, was exceedingly annoying. . . . My forces were much exhausted. We had been successful thus far. I deemed it proper to withdraw."

Closely pursued by Lee, Averell's forces recrossed into Fauquier at Kelly's Ford by 7:30 p.m.

At 7 p.m. at Newby's Shop, Stuart wrote Gen Robert E. Lee: "Enemy is retiring. He is badly hurt. We are after him. His dead men and horses strew the roads."

Averell admitted to 56 men killed and 22 captured, adding that "reports of some officers respecting their losses have been carelessly made out." Of Fitzhugh Lee's men, 99 were killed or wounded, 34 were taken prisoner and 170 horses were lost.

Charles Abbot wrote in his recollection of events that the next day, March 18, Lee came across Federal soldiers too severely wounded to be moved, along with a surgeon, a sack of coffee and this note: "Dear Fitz: Here's your coffee. Here's your call [the wounded]. How do you like it? How's that horse?" Signed "Averell."

The best accounts of the Kelly's Ford battle are Henry Brainerd McClellan's "The Life and Campaigns of J. E. B. Stuart" (Houghton Mifflin, 1885, and Blue and Grey Press, 1993). The work was also reprinted as "I Rode With Jeb Stuart" (University of Indiana Press, 1958). Also, Douglas Southall Freeman's "Lee' s Lieutenants," Vol. 2 (Charles Scribner's Sons, 1942), pp. 452-466.

Fine shorter resumes appear in Shelby Foote's "The Civil War: A Narrative: Fredericksburg to Meridian" (Random House, 1963) and Donald E. Sutherland's "Seasons of War" (The Free Press, 1995).

For biographies of John Pelham, see Philip Mercer's "The Life of The Gallant Pelham," (Broadfoot Publishing, 1929) and William Woods Hassler's "Colonel John Pelham: Lee's Boy Artillerist," (University of North Carolina Press, 1960).

For historical and archaeological sites in the Kelly's Ford area, see my "The Historic-Site Survey and Archaeological Reconnaissance of Culpeper County," Germanna Bridge section, prepared for the county, 1992-1994.

Eugene Scheel is a Waterford historian and mapmaker.

The bridge at Kelly's Ford was destroyed in the Civil War. Above, in a photo from 2000, Virgil C. Krebs and wife Virginia inspect a section of the rebuilt bridge made to appear like old stone. "Gallant" Maj. John Pelham, who was known as a ladies' man, was killed at Kelly's Ford at age 24.