On the morning of July 2, 1861, Federal troops under General Robert Patterson crossed the Potomac River from Maryland and marched toward Martinsburg, while Confederate Colonel Thomas J. Jackson’s command moved from Camp Stephens, four miles north of town, to block them. General Joseph E. Johnston had directed Jackson to determine whether the Federals were in force and to retire if they were. Outnumbered, Jackson fought a brief delaying action and then fell back toward Martinsburg. Patterson eventually occupied the city but was discharged at the end of the month for his slowness. Jackson placed Colonel Kenton Harper’s 5th Virginia Infantry astride the Valley Turnpike near here to meet the advancing Federals. Harper established his main battle line along Hammonds Mill Road and sent three companies forward to occupy the Porterfield House and farm buildings. Although the 380 Confederates delayed the Northern advance, they were soon in danger of being surrounded, so Jackson ordered Harper to withdraw his unit. The 5th Virginia Infantry was composed of several Shenandoah Valley militia units, including Company K, first named the Continental Morgan Guards after Revolutionary War General Daniel Morgan. In the antebellum period, the unit adopted a uniform resembling that of a Continental soldier, and instead of wearing gray, these Confederates fought at Falling Waters in blue coats, ruffled shirts, and tri-corner hats. The company soon adopted the regulation uniform pattern to identify itself more obviously as a Confederate unit. The youngest member of the 5th Virginia Infantry at Falling Waters was Charles W. “Little Charley” Turner, who had turned 15 years old less than a month before the battle. The Staunton Spectator reported that Turner “made one of the enemy bite the dust.” He then served briefly as Jackson’s orderly, soon entered the Virginia Military Institute, fought in the Corps of Cadets at the Battle of New Market, graduated in the class of 1867, then moved to Montana and served as adjutant general.