It is spooky enough to walk through a woods at night, with thunder booming in the hills and lightning throwing shadows across your path from every bush and tree. But listen first to a few haunting tales of war and epidemic, think about the caves and hollows just beyond vision where lost souls might uncomfortably dwell, and a Halloween hike along the C&O Canal could make you breathe a little funny.

"No one knows where all the bodies were buried," said John Frye, a part-time U.S. Park ranger, who stood before a group of rain-soaked hikers Sunday night, trying to spook psyches with true stories about the thousands of men and women who had died unpleasant deaths in the woods we would soon invade. "For all we know, you might be walking right on top of them."

The idea of a nighttime hike along a blood-bathed section of the C&O Canal was conjured by Frye, a 51-year-old retired map maker and active history buff. For 30 years Frye has been explaining local history to visitors of the Antietam area, north of Harper's Ferry on the Maryland side of the Potomac.

Frye can tell stories about the construction of the canal, the Civil and Revolutionary wars or local moonshine making. This year he decided to combine Halloween with a history lesson. And the response -- 115 people showed up at the ranger station despite a heavy rain -- proved it a popular idea.

"There won't be any ghost stories, no headless horseman type thing . . . or people jumping out at them from the woods," Frye said before the hike. "We've had so much happen around here, we don't need to make anything up. We'll just let people use their imaginations. Believe me, that's a spooky enough experience if you've never been on the towpath at night."

There is no need for any Halloween backdrop to provoke thoughts of Antietam's dead. On one fall day 112 years ago, 23,000 men were either killed, wounded or missing during the bloodiest battle of the Civil War here. Three days later, 300 Union soldiers were killed trying to cross the Potomac at Pack Horse Ford.

Less fractious, but equally deadly, was the fate that befell thousands of Irish laborers employed to dig the 184-mile C&O Canal by hand. In 1832 a cholera epidemic decimated the workers to such an extent that construction of the canal was temporarily halted.

"The local people were so scared of the epidemic, they wouldn't let the dead be buried anywhere in town," said Frye, just before leading the group away from the light of the station into the darkness of the towpath. "They're buried all along the towpath."

It soon became apparent that imaginations would have to be working overtime to create a suitable state of fear. It would have taken a brave spirit indeed to assault our army of over 100 hikers. The mood was broken further by the pair of port-a-johns we passed and the lights from homes scattered on the opposite side of the canal.

Worse still was the chatter of youngsters in our group, incapable of keeping quiet for more than a few seconds at a time.

Still, if you got to the front of the pack, concentrated on the dim shapes ahead and let the sound of rain on the leaves fill your ears, it was possible to imagine the woods in times past, especially when a barred owl swooped across the path from some hidden perch.

We stopped our hike at Pack Horse Ford, a natural, rock-bottomed shallow used by Indians to wade across the Potomac long before the arrival of the white man.

"The Battle of Shepherdstown was fought right in front of you," said Frye. "Nearly 300 Union soldiers from Pennsylvania lost their lives here. Their blue-clad bodies floated down the river."

Suddenly, from the dark edge of the Potomac about 30 yards away, a voice was heard. "Hey, bluebelly!" it called. "Don't you try to cross this ford."

For 10 minutes, Frye and his 27-year-old son Dennis, hidden by the darkness but claiming to be a member of the 2nd Virginia Infantry, carried on a conversation that was half insult and half history and did little to glorify the Civil War.

"This war ain't over yet, Yank, but I wish it was," called the Confederate voice. "I'm tired of the blood and the amputations and the killing."

When the conversation ended, Frye turned our group toward home. On the way back, he allowed, we could talk and shine flashlights. We were probably safe from harm.

"I'm not one who believes in spirits," Frye confessed as we walked. "But you never know what will happen on the Potomac at night."