After receiving word of a Federal advance on the B&O Railroad, Col. George A. Porterfield moved his newly recruited Confederates from Grafton to Philippi on May 28, 1861. His force there numbered no more than 775 volunteers, few of them fully trained and all poorly equipped. Although the town was considered friendly country, Porterfield, upon learning of the Federal advance, advised his officers to be ready to retreat south to Beverly on the morning of June 3, believing there would be no advance during the heavy rain and lightning on the night of June 2. Confederate pickets returned to their quarters, and the Federal attack before dawn on June 3 caught them by surprise. Porterfield's men fled from town in the so-called Philippi Races, then regrouped just south of town and marched in orderly fashion to Beverly. Mrs. George Whitescarver of Pruntytown, whose husband was with the Confederates in Philippi, had brought news of the Federal plans to Porterfield on June 2 and was one of several female spies who gave him information.