A small group of officers stood at the tree line. To their immediate front, resting across an open field lay fresh mounds of earth—earthworks constructed by the Confederate infantry. Each man studied the ground intently, some conversing in hushed tones. Others stood silently, chewing on cigars, taking in the scene before them. Cautiously, as the conversations dissipated they began to make their way back to their own picket line. One man lingered while the others left his side. Emory Upton stood by himself for a few moments, taking a some last mental notes of the enemy lines. Turning his back, he walked steadily to rejoin his comrades. Upton hailed from the Empire State. After attending Oberlin College in the winter of 1854-55, he entered West Point in June, 1856. He would graduate in May 1861, ranking eighth in a class of forty-five. Upton would see action at the Battle of First Manassas as an aide-de-camp to Brigadier General Daniel Tyler. Although he was wounded during the fighting, he was well enough the following month to take command of Battery D, 2nd U.S. Artillery. He would serve in this capacity through the Seven Days’ Battles in the spring of 1862. During the Maryland Campaign, he commanded the Artillery Brigade in the First Division of the Sixth Corps. Following the Battle of Antietam, Upton was appointed Colonel of the 121st New York Infantry.
Describing their new Colonel after the war, one soldier wrote “In discipline he was strict but just. In administration he was efficient. In action he was prompt. In danger he was cool…under no circumstances did he show fear or lack of decision. To these admirable qualities of an officer, he was strictly temperate, and decidedly religious in his conduct. He was not ashamed to keep a well worn Bible on his desk”. Upton, the consummate professional, “drilled the regiment diligently…under his regime the improvement of the regiment was rapid and the officers and men caught the enthusiasm of their leader and became ambitious to become a model regiment. It was no wonder that the regiment soon became known as “Upton’s Regulars.”
Not mentioned in this description was a characteristic that Upton would become known for, not only in his regiment, but in the entire army. The young officer was exceedingly ambitious and possessed a strong will to succeed and rise to the highest levels of command. Engaging only in minor skirmishing at Fredericksburg, Upton and his regiment would be heavily engaged at the Battle of Salem Church. In early November, Upton, along with his “Regulars” would execute a successful assault on a Confederate position at Rappahannock Station. This attack brought Upton into the spotlight as one of the more aggressive lower level commanders in the Army of the Potomac. It would ultimately earn him command of the Second Brigade, First Division of the Sixth Corps. The “Regulars” were one of the four regiments that made up this command. Little did Upton know that with the onset of the spring campaigning season, his hard won reputation would be put to the test in the rolling fields of Spotsylvania County.
Around midnight on May 3, 1864, the Union army roused itself from its encampments in Culpeper County and moved toward the Rapidan River. This was the genesis of what would become known as the Overland Campaign. The fighting would pit Gen. Robert E. Lee and the Army of Northern Virginia against Lieut. Gen. Ulysses S. Grant, Maj. Gen. George G. Meade and the Army of the Potomac. Lee would bring his full weight to bear on the Westerner Grant in the tangled second growth of the Wilderness, just west of Fredericksburg. In a two day engagement, the Confederates stopped Grant cold in his tracks. Upton’s brigade was positioned on the right of the Federal line saw fighting on both days of the battle. Rather than withdraw and regroup, Grant decided to swing south, beyond Lee’s right toward Spotsylvania Court House. Whoever held this hamlet would access to the main road leading to the Confederate capital of Richmond.
Preparations were made for the maneuver throughout May 7. After a long night march, Confederate infantry engaged the lead elements of the Potomac army west of the Court House the following morning. Throughout the day, both sides rushed more troops onto the field. Late that evening, Upton and his men participated in an assault on the Confederate right. Before they could reach their objective, additional Rebels arrived following an exhausting march from the Wilderness and quickly repelled the Union onslaught. It was clear by nightfall on May 8, that another long slugfest was on the horizon.
The next day, an event occurred that would have a profound effect on Upton and the course of the battle. That morning, the beloved commander of the VI Corps, Maj. Gen. John Sedgwick was killed by a Rebel sharpshooter. Sedgwick’s death left a vacancy that was filled by Brig. General Horatio Wright, who had recently commanded Upton’s division. Filling Wright’s spot was another brigade commander, Brig. Gen. David Russell. Russell, a fellow New Yorker, was a veteran of the War with Mexico and a proven officer. More importantly, he recognized Upton’s skill and zeal for combat. Russell had overseen Upton’s assault at Rappahannock Station. A professional relationship and quite possibly a personal friendship had begun to develop between the two. Upton may have paid a courtesy visit to Russell late in the day to congratulate him on his new post. It would not be long before the two men would be planning another operation.
Russell’s veterans engaged in light skirmishing with the enemy for the rest of the day on May 9. This relatively minor role was mainly because Grant was focused on attacking the Confederate left. To defend this sector, Lee shifted troops to meet the Federal offensive. The following day, Grant abandoned the attack for what he thought was a more promising opportunity. He incorrectly surmised that the Rebels Lee had used to beat back the assault had been drawn from the VI Corps front and there lay a weak point that could potentially be exploited. He ordered an assault for 5 p.m. that evening. Orders probably came down from new corps commander Wright late in the morning, directing Russell to begin making preparations for the attack. To lead it, Russell had the perfect subordinate in mind; his most aggressive officer and budding protégé, Emory Upton.
Russell probably began planning the assault sometime that morning, with the assistance of VI Corps Chief of Staff, Lt. Col. Martin McMahon. Upton would find out about the role he was to play later that evening through McMahon. Meeting with the staffer, McMahon asked for Upton’s opinion when he handed him a list of twelve regiments from corps. When Upton responded with a resounding approval of “splendid”, McMahon informed him that he would be leading them later that day in an attack. He also told Upton that if he failed, he was not expected to return. In the event that the assault was successful, McMahon promised Upton that he would be promoted to the rank of Brigadier General.
Toward the middle of the afternoon, Russell, Upton and several other officers made their way through the lines to the edge of a wood to scout the enemy position. They were led by a young Engineer, Lt. Ranald MacKenzie. MacKenzie, a West Point graduate in the Class of 1862, had been dispatched by Russell to select a location for which Upton’s regiments would hit the Confederate line. Earlier in the day, Union infantrymen had carried a portion of the Confederate skirmish line that fronted a Georgia brigade under Brig. Gen. George Doles. Doles had failed to reestablish the line, thus allowing MacKenzie and Upton to get a full view of the enemy position. While MacKenzie sketched a map, Upton carefully studied the position. From their vantage point, the officers looked to their right, they could see a sharp swale, which partially shielded them from a battery of Richmond Howitzers positioned within Doles’ line. The swale butted against a gentle ridge to their front, which in turn blocked their view of the Confederates to the right of Doles, the Stonewall Brigade commanded by Brig. Gen. James Walker. The swale, along with the ridge, would provide ample cover for the attacking Federals as they moved across the open field toward the Confederate line.
With the location chosen, the group withdrew. Upton now had the “where,” but he still needed the “how.” The Confederate line was itself heavily fortified. Since arriving on the field late on May 8, the Rebels had had well over 36 hours to improve their position. They had spent their time constructing massive earthworks. In fact, the location which Upton was to attack was a small section of a much larger line known as the “Mule Shoe” salient. Deriving the name from its distinctive shape, the salient jutted out from the main Rebel position. It was roughly three quarters of a mile wide and three quarters of a mile deep. While vulnerable to attack from three directions, the breastworks that made up the “Mule Shoe” were the strongest yet encountered by the Union army. It would take an impressive effort indeed from Upton and his twelve regiments to breach the position. The execution of the assault would revolutionize warfare in Virginia.
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