In June of 1864, Confederate General Robert E. Lee and his Army of Northern Virginia were engaged in a desperate defense of the city of Petersburg, Virginia. Victory for Lee depended upon a steady flow of supplies from the west and south, via the South Side and Richmond & Danville railroads. Union General Ulysses S. Grant knew that if these supply lines could be destroyed, Lee would have to abandon Petersburg. To accomplish this, Grant planned a cavalry raid to tear up the tracks of both lines and destroy the Richmond & Danville railroad bridge over the Staunton River. 

The raid began on June 22, and was led by Brigadier General James H. Wilson and Brigadier General August V. Kautz. They left Petersburg with over 5,000 cavalry troops and 16 pieces of artillery. As they moved west, the Union raiders were closely pursued by Confederate General W. H. F. "Rooney" Lee and his cavalry. Although Lee's troopers occasionally skirmished with the invaders, they were unable to stop their advance. During the first three days of their raid, Wilson's cavalry tore up 60 miles of track and burned two trains and several railroad stations. 

Just south of Roanoke Station (present-day Randolph) was a long, covered railroad bridge over the Staunton River, Wilson's final objective. The bridge was defended by a battalion of 296 Confederate reserves under the leadership of Captain Benjamin Farinholt. On June 23rd, at 10 p.m., Captain Farinholt received word from General Robert E. Lee that a large detachment of enemy cavalry was moving his direction to destroy the bridge and that he should "make every possible preparation immediately."

Captain Benjamin Farinholt: "By the trains at 12 o'clock that night, on the 23rd, I sent off orderlies with circulars, urging the citizens of Halifax, Charlotte, and Mecklenburg to assemble for the defense of the bridge, and ordering all local companies to report immediately... On Saturday morning, the 25th, about 10 o'clock I had received, citizens and soldiers inclusive, 642 re-enforcement. Of these about 150 were regulars, organized from different commands, my whole command numbered 938 men." 

Though his numbers had been bolstered by volunteers, Farinholt was still badly outnumbered. He had only six pieces of artillery, four in the earthwork fort on the hill just east of the bridge, and two in a small fortification west of the bridge. Between these artillery positions and the river was a line of trenches, and across the bridge lay a semicircular line of hastily constructed but well-concealed rifle trenches. Captain James A. Hoyt with his two companies of regulars were on the east side of the bridge, and Colonel Henry Eaton Coleman's "Old Men and Young Boys" were on the west side. Scouts and pickets were posted north of the bridge near Roanoke Station. 

Captain Farinholt knew that his activities at the bridge were being watched by Union scouts who had arrived ahead of the main body of troops. To make them think that he was receiving reinforcements, Farinholt ordered an empty train to run back and forth between Clover Depot and the bridge, giving the appearance that fresh troops were arriving constantly. 

As it turned out, the Union scouts were not the only ones fooled.

J. B. Faulkner: ". . . I happened to be one of Farinholt's scouts that day. We were stationed on the same side of the river with Wilson's forces on a high hill that overlooked the entire field. When we saw the [train] cars roll in and saw the men apparently disembarking, we felt sure that our men were being reinforced by every train." 

Mulberry Hill plantation was located on a commanding hill near the battlefield and the grounds of the house served as the Union headquarters and field hospital during the battle. It is said that Mrs. McPhail, the lady of the house, told the Federals that 10,000 Confederates lay in wait for them beyond the breastworks and that every train was bringing more.

Captain Benjamin Farinholt: "The enemy [Federals] appeared in my front about 3.45 p.m. . . . I opened up on them with a 3-inch rifled gun, but the shot, from some inexplicable defect in the gun, fell short of the mark. They were then within a mile of my main redoubt, and, taking possession of a very commanding hill, immediately opened with rifled Parrots and 12-pounder Napoleons . . ." 

J.T. Easton, 17th Mississippi Regiment: ". . . they opened up with their field guns... The shells striking the thin roof of the bridge made a fearful racket, scaring some of the small boys into outbursts of weeping." 

Having arrived north of the bridge, General Kautz's cavalry troops were dismounted and formed up to cross the open fields toward the bridge. They were receiving heavy fire from the Confederate artillery on the other side of the river. Colonel Samuel R Spear's 1st D.C. and 11th Pa. approached along the east side of the railroad and Colonel Robert M. West's 5th Pa. and 3rd N.Y. along the west side. 

Colonel Robert M. West: "I formed an assaulting party and directed it up the embankment, in the hope that by a quick move we might obtain possession of the main bridge sufficiently long enough to fire it. The men tried repeatedly to gain a foothold on the railroad, and to advance along the sides of the embankment, but could not." 

Having finally reached a shallow drainage ditch some 150 yards north of the bridge, the Union troops organized for what was to be the first of four separate charges, all of them repulsed by the badly outnumbered Confederate forces. When the Union forces left the drainage ditch for their first assault on the bridge, they were met by intense fire from Col. Coleman's old men and young boys and the regulars who had been hidden from view in their shallow trenches around the bridge. 

Captain James A. Hoyt: ". . . the fatal ditch was an obstruction which they never passed again. The second charge was repulsed with equal gallantry, showing a determined resistance on our side, but it required longer time and heavier firing to drive them back. Then followed a longer interval between the charges... the third time the effort was made... they were no nearer the capture of the bridge than when they first came in sight of it. 

"The sun was going behind the hills, but as yet there was no sign that General W. H. F. Lee had reached the enemy's rear. His appearance on the scene would mean relief for our little band... when the Federals gathered for the fourth charge there were misgivings as to the result. On they came, however, and they were met with a galling fire of musketry, which grew even more furious as their lines came nearer It was during this charge that Lee and his division struck the rear-guard of the Federals, and they were given an opportunity of fighting in opposite directions."

General James H. Wilson: ". . . the place was found to be impregnable. Finding that the bridge could not be carried without severe loss, if at all, the enemy being again close upon our rear, the Staunton too deep for fording and unprovided with bridges or ferries, I determined to push no further south, but to endeavor to reach the army by returning toward Petersburg... The march was therefore begun about midnight. . . ." 

Capt. Benjamin Farinholt: "At daylight, I advanced my line of skirmishers half a mile, and discovered that the enemy had left quite a number of their dead on the field. In this advance 8 prisoners were captured ... Of the dead left on the field I buried 42, among them several officers. My loss, 10 killed and 24 wounded." 

For the 492 local citizens that made up the "Old Men and Young Boys" Brigade, the fight was over, and an important supply line had been protected for General Robert E. Lee and his army in Petersburg. They had proudly answered the call to arms and, in the face of overwhelming odds, distinguished themselves on the field of battle. Over the years, the stories about their victory on that hot summer afternoon at the bridge have been retold countless times and have become an important part of the proud heritage of Southside Virginia.