After the defeat at Fredericksburg and the Mud March the Union Army saw many changes.  Command of the Army of the Potomac was given to Major General Joseph Hooker and command of the XI Corps was given to Major General Oliver O. Howard.  Although this was a blow to the morale of the many German-born soldiers in the corps, the change in command did not seem to affect the troops of the Seventeenth.

In the spring of 1863, Hooker made ready to start another campaign against Richmond. After a long winter, the soldiers of the Seventeenth would finally get their chance to “see the elephant”. Nevertheless, Private Justus Silliman of Company H wrote home that not all were looking forward to it:

“…On Sunday eve at dress parade the order to march was read to us, previous to that all our extra clothing etc not needed during the summer was packed and sent to Hope Land where they were to be stored for us.

Monday morning was bright and pleasant though rather too cool for comfort the boys appeared in good spirits and ready for the march. George Waterbury plead sickness but the doctors thought him playing off and placed him in the ranks. he left us soon after starting and has since been reported a deserter.”

Private Silliman continued:

“…we finally halted for the night at 7 oclock cooked our supper and being tired and sore retired early to our shelter tents and snoozed till half past two the next morning when we were awakened by our Col. (as no tattoo or revielle were allowed to be sounded) and soon recommenced our journey. there was no singing or shouting allowed in the ranks, and everything was conducted quietly…

“…we came to a halt after the second days march at 6 oclock but were obliged to take down our tents as we were liable to march at 5 minutes notice. the order came at 10 1/2 and off we started for Kellys ford on the Rappahannock about two miles distant. we marched about 1/2 mile and halted a long time in the road. it had rained some that afternoon and being coolish we took out our blankets and finaly built fires along the road.”

After waiting in the road for some time, the regiment crossed at Kelly’s Ford, finally stopping for the night at four in the morning. Although the men awoke at six, no movement was undertaken until nearlyeleven o’clock, when the march resumed. Marching though the afternoon in a drizzling rain, the Seventeenth was halted on the banks of the Rapidan River. Here they slept until one in the morning, when they were awakened to cross the rain swollen and fast moving water. Writing to his wife, Captain Albert Wilcoxson of Company I described the crossing as such:

“A wild and weird scene it was. Moving down the road to the abrupt bank of the river, we came upon the abutment where had been the old bridge, and where the rebels had lately begun the construction of the new. Here, dividing our ranks, each man groped for himself a way down the steep bank to the foot of the abutment, from which a rude and trembling structure scarcely four feet, and raised but a trifle above the surface of the rushing and foaming river, led from one pier to another, and so on to the opposite bank. The night was pitchy dark, and to enable us to avoid a tumble into the boiling flood, fires had been built on the piers, which lighted up the tortuous course of the phantom-like train as it slowly crawled out of the darkness on one side, across the flimsy bridge in the ruddy glare, and into the darkness beyond.”

After marching another mile or so, the regiment camped for the rest of the night. Marching again by eleven, the heat had now become so oppressive that the marching soldiers began to discard their greatcoats and blankets along the route. By dark on April 30th, the Seventeenth was in camp near the Talley farm (also called the Hatch house). Hooker’s plan had thus far worked — the Army of the Potomac had flanked Robert E. Lee.

On Friday morning, May 1st, Private Silliman recalled that:

“…I heard a great cheering in camp and after being relieved from picket found it to have been caused by the reading of a circular issued by Gen Hooker in which he complemented the 5th, 11th and 12th corps…

“…old Joes complements put us in high spirits & the bands played like all possessed….”

At about 10 AM the regiment broke camp and began an advance to the east, where the 5th and 12th Corps were becoming hotly engaged with Confederate troops. After marching for a short while, the order was countermanded and the regiment returned to its old camp on the high ground near the Talley farm. In the late afternoon, the regiment was again ordered into line of battle along the turnpike, and then placed into position supporting 4 guns of Captain Julius Dieckman’s 13th NY Independent Light Artillery. The left wing of the regiment, under command of Major Allen Brady, was placed to the rear of the battery along the Orange Turnpike. The right wing, under Colonel Noble and Lt. Colonel Charles Walter, was placed south and west of the Talley house, in the small garden of the residence. The house itself served as Division and Brigade HQ for General Charles Devens and General Nathaniel McLean, respectively.

On the evening of May 1st Captain Frederick Winkler of the 26th Wisconsin, attached to the staff of Maj. Gen. Carl Schurz of the nearby 3rd Division, wrote that:

“…Our troops are in excellent spirits, and this morning the weather was so fair, all felt so happy and enthusiastic that it may well be said that we had our May Day.”

Captain Winkler made mention in the same letter of a “rebel battery” that had fired on them from the woods. Positioned to the front and right of Schurz’s Division the evening, the shelling was seen by the soldiers of the 17th, prompting Private Silliman to state that:

“…we had a fine opportunity of wittnesing the performance, though had they known our exact position they might have troubled us some. No fires were allowed at night, so satisfying myself with some raw beef and hard tack, I rolled in…until morning.”

The morning of May 2nd dawned bright and chilly. At about 8 AM General Hooker made an inspection of the lines of the XI Corps. Private Silliman wrote that he “made a fine appearance.” As the day progressed, troops of the XI Corps began to report large numbers of troops to the south moving in a westerly direction. Private Silliman stated:

“…we could see by the continual glistening of the muskets in the sun that nearly all day there was a line of men passing that point to the west.”

Gen. Hooker, now also aware of the line of troops passing to the south, determined that Lee was attempting to flank his own army. At 9:30 AM he issued an order to Generals Howard and Slocum (commanding the XII Corps) to be aware of the possibility of such an attack. Having just returned from his inspection of the lines of the XI Corps, the order stated in part:

“The right of your line does not appear strong enough. No artificial defences worth naming have been thrown up, and there appears a scarcity of troops at that point, and not, in the General’s opinion, as favorably posted as might be…”

Hooker further added that the Confederate force s were moving to the right of the army, and that pickets should be advanced as far in advance as possible to warn of their approach. Even before receiving this, General Howard reported to General Hooker what the troops of the Seventeenth had been seeing all morning, and advised that he was “taking measures” to resist an attack from his the west.

What General Hooker did not know was that those measures consisted only of the posting of some artillery behind the rifle pits of the 2nd Division’s 2nd Brigade, and placing a signal station beyond the right flank. In any event, by noon General Hooker had altered his thinking, and now believed that Lee was retreating, adding one more piece to the impending disaster about to occur.

Approving a plan by General Dan Sickles to attack the “retreating” army to the south, General Hooker gradually added so many troops as to isolate the XI Corps completely. Unfortunately for General Hooker, and especially unfortunate for the men of the XI Corps, was the steadfast refusal of any ranking commander in the XI Corps to believe the reports that were beginning to come in from the regiments in the field.

The Surgeon of the Seventeenth, Dr. Robert Hubbard, was present at the Talley House (HQ of General Devens) when Colonel John C. Lee reported to General Devens that the Confederate’s were massing for an attack. As Colonel Lee recalled, and Dr. Hubbard confirmed, General Devens response was “You are frightened, sir!”. At that time Devens was laying on a couch in the house, due to an injured leg incurred on May 1st, when his horse rode into a tree. By noon, the division’s officer-of-the-day, Lt. Colonel Charles Friend, advised Devens of the same to no avail. When Lt. Colonel Friend tried to inform General Howard of the sightings, he was accused by that officer of “cowardice”.

Captain Wilcoxson wrote:

“…for some time, troops were seen passing to the south-west, along the crest of a distant hill; in regard to whom conjectures were various. Gen. McLean thought them to be rebels; but Gen. Devens was confident it was another corps of our own army…At one o’clock information came to Gen. Devens that the rebel batteries were moving around our right flank…”

Several more warnings were received at Division HQ that morning and afternoon. The successive warnings made the already irritable (and reportedly intoxicated) Devens angrier. Not until nearly 5PM did Devens even attempt to make a reconnaissance, and when the report was that the Confederate infantry blocked the way he refused to credit it. At Howard’s HQ just down the Turnpike, a warning received at 2:45 PM from the Colonel of the 153rd Pennsylvania to Colonel Leopold von Gilsa advising that the Confederate infantry was massing to his front was outright rejected, as were repeated warnings from skirmishers on the right flank. Now fully deceived as to the intentions of the oft-sighted column to the south, General Hooker ordered General Howard to send the only reserve he had, Barlow’s brigade, to assist in the “pursuit” of the Confederate army. Howard, despite every warning received, accompanied the brigade south, further depleting his strength.

Wrote Captain Wilcoxson, whose company I was sent on picket at 3PM:

“…why a stronger force was not sent out as skirmishers and the line of battle changed to front the foe, is more than I am able to understand.”

By this time, late on the afternoon of May 2nd, the high command of the XI Corps, with the sole exception of General Schurz of the 3rd Division, had virtually sealed the fate of the corps. General Schurz, heeding the warnings he had been hearing at Corps HQ all morning, changed front on his reserve regiments. His advise to change the front of Devens division was ignored. The regimental commanders of the 1st Division, whose warnings were all but ignored, made ready as best as possible for what they knew would come. The men of the Seventeenth, in their ninth month of service, would finally get their chance “to see the elephant”.

Private William Warren of Company C had been out on picket all day, having been ordered to advance as far out as possible at 8AM as

“…the enemy was but a little away from us. [we] could see the rebs manuevering and hear field pieces…”

At 3PM his company was relieved and replaced by Company I and Company G. Warren returned to the line of the Seventeenth along the Turnpike, where he remembered that they stacked their arms and began to cook their meat ration. Just as they started,Warren heard one volley, followed closely by another. 2nd Lieutenant Alfred Peck of Company D, also cooking his meal at the Talley garden, remembered it as two shells being fired.Warren recalled that he was:

“…not surprised, it was evident an attack was imminent. [the enemy] approached on the right flank in columns six or eight deep, firing and yelling. [We] could not return fire due to the pickets retreating. George Wood said ‘Pshaw, it’s nothing. I’m going to have my dinner.'”

Upon hearing the firing, Colonel Noble rode his horse to the garden of the Talley house. Colonel Noble saw his two picket companies dashing in ahead of the Confederate attack. His picket companies were squarely between the regiment and the Confederate line of attack.

Private James McGuire of Company I, only minutes earlier boiling coffee on the picket line, recalled that as he ran back to the lines of the Seventeenth he saw:

…”Colonel Noble on the works waving his hand back and forth to break right and left to give the regiment a chance to fire…”

In the garden of the Talley house, Lt. Colonel Charles Walter (commanding the right wing of the regiment) had ordered his men to lie down behind the modest breastworks they had created behind the garden fence. Walter told the men to stand their ground and not fire until he gave the order. Sergeant Rufus Buttery of Company A, in a letter to his wife, wrote:

“As the rebels came out of the woods they had to come over a level clear lot, and as that traitor flag came out of the woods. a thrill ran through my veins, and I waited for the bearer of it to get near enough for my shot to reach him, about that time we had the order to fire. I drew as close a sight on him as I knew how, and that rebel fell with many others…”

Private William W. Paynton, also of Company A, remembered it many years later, when he wrote:

“As the enemy advanced in solid column, a color bearer was seen to run out several yards in front of his regiment, and staking his flagstaff, await the coming of his regiment…repeating the act, until…he was seen to fall, shot by one of his two companies at their first volley. On they came, their muskets discharged from the waist, and their bullets fairly riddled the boards of the fence.”

As regiment after regiment began to give way under the overwhelming Confederate forces, the situation for the Seventeenth was becoming critical. Still holding his position in the Talley garden, Lt. Peck saw a signal officer rip the signal flags down, mount his horse and ride quickly away, as did several other couriers and staff officers at the Talley house. To the rear of the right wing, the left wing under Major Brady was having problems of their own.

Private Silliman, part of the left wing supporting the remaining 4 guns of Dieckman’sBattery, also recalled seeing the exodus from the Talley house as the attack began. After Major Brady told the men to squat down until further orders

“…some of our gunners tried to get their guns into position to sweep the rebels, but were unable to. the rebels had excellent range of the road but most of their missles passed over our heads as we lay close. some of them killed a battery horse…”

Unable to bring their guns to bear on the advancing Confederates without firing into the retreating soldiers of von Gilsa’s retreating troops, the artillery men harnessed their horses and awaited orders. Silliman wrote:

“…presently out two picket guns came dashing in and being unable to get in position limbered up and started off.”

The sudden withdrawal of the battery seemed to present Major Brady with a difficult problem. Private Silliman continued:

The Major was some excited, said he did not know what to do as he had no orders. we had been placed there to support the batteries but they had left us. the rebels were on our flank so we could neither change front our return their fire.”

Private Warren recalled that Major Brady, standing with outspoken Captain James Moore ofWarren’s own Company C, toldMoorethat he could not give any orders, as the Colonel and Lt. Colonel at the Talley house had to give him orders. Private Warren watched as:

“…the left wing stood while the enemy came nearer…Captain Moore told Major Brady that if he wouldn’t give any orders then he [Moore] would…”

Said Private Silliman:

“…they had nearly reached the house when he ordered us to make for the woods. his order was promptly obeyd though I believe there but few who started before the order was given. Many of us stuck to the major however as he made about as good time as any of us through the woods…”

Private Warren recalled that the left wing had made a brave stand before being ordered to fall back. Captain Charles Hobbie of Company B (who, according to Private Silliman, was “an excellent fighting man on the battlefield”) was wounded twice–grazed by a bullet on the left temple and also his right ear–while taking aim at a Confederate color bearer before managing to retreat to a hospital.

Back in the garden, the right wing was unaware of the retreat of Major Brady’s wing. After firing two volleys, it was apparent that the right wing was about to be overrun. Lt. Colonel Walter, lying to the rear of Company E behind the garden fence stood and gave the order to retreat to Captain Douglas Fowler of Company A. 2nd Lieutenant John Craw heard Lt. Colonel Walter start to say “Company A” when Walter raised his hand to his head and fall to the ground. Walter was killed instantly, shot through the left eye. Walter was killed so suddenly that Sergeant Lorenzo Ells of Company A, upon seeing him lying on the garden path with his head on his arms, told him that all the men had left. Sergeant Ells recalled that he didn’t realize he was dead, as he had just given the order a moment before.

Despite the order to retreat, some men had gotten so caught up in the fight that they never heard the order given. Wrote Sergeant Buttery:

“After fighting some time, I looked around to see how things were going on, and to my surprise, there were only three or four of us in the garden. I had heard no order to fall back, all I heard was one of the men said “We will have to fall back,” and I told him that we could hold our ground.”

Sergeant Buttery fired one more shot, then ran towards the Turnpike, where he was captured by a Confederate officer. Sergeant Buttery wrote years later that when he at last ran, he had seen Private Charles Pendleton still at the fence, firing at the Confederate troops, possibly the last soldier of the Seventeenth to remain at his post. Pendleton was wounded and captured in the garden shortly after.

For the soldiers who did hear the order to retreat, the decision to stay and fight or retreat was sometimes difficult. Private Hiram Bishop, also of Company A and one of the “three or four” remaining in the garden, thought:

“…to stay was death, to go the same…”

Private Bishop decided that he would run for it, but was captured near the corner of the Talley house. He managed to escape, and ran through the woods. As he did so, an artillery shell hit a nearby tree, and Private Bishop was wounded by a large tree limb that fell on him as a result.

Only 20 minutes after Private George Wood of Company C had told Private William Warren the artillery fire was “nothing”, the entire division of General Devens was in shambles and in full retreat. George Wood would spend the next two weeks as a Confederate prisoner.

Major General Howard, seeing the men of Devens’ division running towards the Wilderness Church, wrote:

“I could see numbers of our men–not the few stragglers that always fly like chaff at the first breeze, but scores of them–rushing into the opening some with arms and some without, running or falling before they got behind the cover of Devens’ reserves, and before General Schurz’s waiting masses could deploy or charge…

“…the masses of the right brigade struck the second line of Devens before McLean’s front had given way; and, more quickly than it could be told, with all the fury of the wildest hailstorm, everything, every sort of organization that lay in the path of the mad current of panic-stricken men had to give way and be broken into fragments.”

General Howard stood among the panic stricken troops of Devens division. Holding a flag dropped retreating troops, he tried with all his might to head off the flight, and rally his troops. Some of those troops did indeed heed General Howard’s pleas, falling into the lines now being held by the troops of General Schurz’s 3rd Division.

Despite being badly broken up upon retreating from the Talley house, a portion of the Seventeenth managed to get together at the rear of the 119thNew Yorkalong thePlank Road. Colonel Noble’s horse was wounded by Confederate gunfire here. The popular Captain of Company A, Douglas Fowler, and Corporal C. Frederick Betts were an inspiring sight to the soldiers of the regiment. Corporal Betts stood waving the regimental colors in one hand and a pistol in the other, while Captain Fowler (so ill at the start of the campaign that he could not walk, but refusing to stay behind, he rode in an ambulance), sword waving over his head, cried “Rally around the flag, Seventeenth!”.

The stand here was brief…Private Silliman wrote that:

“…we were again broken by one of our batteries driving through us, so the Major ordered us to occupy the rifle pits…our own men came rushing over the rifle pit onto our bayonetts and the rifle pit was so crowded that we could do nothing. the right of the rifle pit was first vacated and we left soon after.”

When Schurz’s line was overwhelmed as well by the tide of Confederate’s, Colonel Noble was wounded in the arm. He dismounted, but was persuaded to remount his wounded horse and was led to the rear by a Corporal of Company “F” and a Sergeant from Company “E”. Colonel Noble’s wound was serious enough to send him home. His horse died later that day from its wounds.

The retreat from this line was less orderly. Private Warren recalled that as he approached the next line of breastworks (Buschbeck’s) he was commanded by an unknown officer to stop.Warren did so, but looked out for the first chance to break away. Private Warren gave up on this idea when the officer threatened to shoot him if he did not stop. It was here that Private Warren watched a German officer from one of the regiment’s shoot an artillery man who refused to stop running.

Private John Lewis, Company D, wrote his wife that:

“…the Rebels came down upon us with such great numbers that we broke and fell back on the line of the 12th Corps.

“As I was running, the Rebel balls came around me like hail stones and I thought I should have to be taken prisoner. I was completely exhausted from running so far so I got down behind a large pine tree to keep from getting shot. I had no sooner got behind the tree when a shell burst within six feet of me, plowing and rooting up the ground and cutting down the brush all around me…”

Private Lewis did not stop until he reached the lines of the 107th New York, a 12th Corps regiment. By9PM a portion of the XI Corps was rallied and formed to the left and right of General Hiram Berry’s divison of the III Corps. As artillery shells crashed about, the expected attack on the remnants of the XI Corps did not occur and the weary, demoralized soldiers were withdrawn well to the rear of Chancellor House.

On the evening of May 2, 1863, as Union artillery shelled the Confederate positions, Captain Wilcoxson wrote his wife:

“While the thunderous diapason of the artillery rolled along the vibrating air, and the solid earth trembled with the oft-repeated concussion, I fell asleep; and, with the serenity inspired by a good position and heavy artillery, rested pleasantly till Sunday morning.”

For the Seventeenth, their first combat was disastrous, the result of inexperience and bungled leadership at the brigade, divisional and corps level. Lieutenant Colonel Charles Walter was killed in the initial onslaught at the Talley house. Several members of the regiment, now prisoners of war, saw the body of Walter lying in the garden where he fell. Stripped of all except his underclothing, was buried by the Confederates on May 4 by an apple tree west of the garden.

For those who were captured, they would get to Richmond after all, but not in the manner that had seemed so likely a few short days before. After two weeks captivity, they would be paroled and exchanged in time for their next fight at a place called Gettysburg.

The soldiers of the Seventeenth had “seen the elephant”. It left a lasting impression on them. Wrote Private Lewis:

“Oh, Augusta, if I could only sit down and relate to you the sights that I have seen of the field of battle. It is enough to break the stoutest heart to hear the cries and groans of the wounded and dying. There was a young man named Wm. Clark in our company that was wounded. As we were retreating, he was shot in the groin. The blood was flowing from him, covering the ground. He saw me as I was passing him and he called on me to help him. He said he was shot and could go no further. I took him and laid him over a little green mound, said goodbye and left him. I could not stay with him and would have been shot or taken prisoner. I had to leave, but I guess the poor fellow is dead and out of all misery…”