On the eve of 24 April 1781, Major General William Phillips landed his force of 2500 British Regulars on the shore of City Point, Virginia, at the confluence of the James and the Appomattox Rivers. Phillips' expedition consisted of two battalions

The only opposition to British invasion was the Virginia State Militia commanded by Major General Wilhelm von Steuben. Von Steuben was well aware of a British expedition moving up James River and was convinced that Petersburg was to be one of Phillips' targets. On the south side of the James, Steuben had the corps of Brigadier General Peter Muhlenberg following abreast of the British movement. When intelligence proved (on the 24th) that Petersburg was indeed the next target, Steuben ordered Muhlenberg's Corps to move immediately into the city.

During the night of the 24th, Von Steuben held a council of war and decided to gamble on the questionable "staying-power" of the militia. Governor Thomas Jefferson had already issued a call-up of militia reinforcements, yet von Steuben could barely muster five -regiments of militia infantry, three small companies of horse, and two six-pound artillery pieces. He had no illu-sions about winning the coming battle with a total force of slightly over one thousand men. His objective, however, was to stand, fight, and get out with the minimum of losses. Von Steuben had decided on a show-of-force, not only as a deterrent to the British, but as a morale factor for the local citizenry of the State.

Around midmorning of the 25th, Phillips began his advance on Petersburg. The British march from City Point was about twelve miles and followed the track of the Appomattox River. Eleven of Philli-ps' gunboats (small oar craft carrying either eighty armed troops or supplies and field baggage) paralleled the British march. The boats encountered the first Americans about 2-3 miles from the town. It was not until shortly after noon that the British column came in sight of the American line.

General Muhlenberg, exercising actual ground command of the defending force, had placed his first line of battle on the eastern edge of Blandford, a neighboring town to Petersburg. Here stood the regiments of Colonels Dick and Merriweather, drawn up on higher ground overlooking Poor's Creek and the plain over which the British were advancing. One militia company, forward of Muhlenberg's line, fired two volleys at the advancing British and repaired back on to Dick's line.

Phillips quickly deployed his columns, placing a battalion of the Light Infantry on his right flank and the 80th and 76th Regiments on his left. Seeing the Americans had no flanking units to the south, Phillips ordered the Queen's Rangers and the 2d Battalion of Light Infantry on a wide sweeping movement around the American right. Their objective was to get behind Muhlenberg's' Corps, into the city of Petersburg and hopefully trap the Americans or thwart any attempt by them to retreat north across the Appomattox.

By two o'clock the battle had begun in earnest and the British Light Infantry was pressing the initial attack from the British right, along the River Road. There was heavy firing from both sides, but Muhlenberg had chosen his ground well. The British had to cross a marshy low ground around Poor's Creek, then advance up a steep grade to get to the Americans. The attack of the 76th and 80th Regiments from the British left bore down on the American right in an effort to turn Muhlenberg's flank. The entire British advance was slow and cautious due to heavy firing from the American side. The British were no doubt suspicious of an American Militia line holding longer than a few volleys.

After about one-half hour of fighting, Phillips ordered his artillery placed on a plateau in the British center. Once the two six-pound and two three-pound guns were brought into action, Muhlenberg ordered his 1st line to fall back through Blandford onto his main line in Petersburg. (Geographically, Petersburg and Blandford are separated only by a wide valley and Lieutenant Run Creek.) The American withdrawal was so well timed it pre-vented the 76th and 80th from their assault that might have turned Muhlenberg's right.

The withdrawal of the Virginia Militia was expeditious and quite orderly through the village of Blandford, across the valley and creek of Lieutenant Run, and onto the higher ground of the eastern edge of Petersburg. Muhlenberg's main line consisted of two more regiments of Infantry under Colonels Faulkner and Slaughter. As Phillips troops advanced through Blandford in pursuit, they came in range of Steuben's artillery, safely placed north of the Appomattox on the heights overlooking Petersburg. Steuben had earlier decided that when retreat became necessary, the narrow Pocahontas Bridge would be more of a trap than an exit if he had to retreat with Infantry, cavalry and artillery. He therefore placed his two six-pound guns on the heights to cover his operations south of the river. He also used his three companies of horse and Goode's Regiment of Infantry to cover his rear, north of the river. As an additional piece of insurance, he also placed one battalion of infantry on the south end of the bridge to secure that avenue.

When the Light Infantry, the 76th and 80th Regiments arrived on the western edge of Blandford they found themselves confronted by a wide and somewhat deep valley surmounted on it's opposite summit by the four regiments of Virginia Militia. Though Phillips had the superior force, he was under the guns of the American artillery, at about three-quarters of a mile distant. He also faced the prospect of having to traverse a wide piece of marshy low ground to close with his enemy. Both lines of battle were out of musket range, however, very heavy firing was maintained for over another hour. The British launched at least two assaults across Lieutenant Run, however were driven back by the militia line of musketry.

During this time Simcoe and the Queen's Rangers had made their wide sweep around the American lines and were proceeding north toward the American rear. Simultaneously, the British artillery opened fire from a new position. Phillips had found an excelle-nt piece of high ground on the American right front from which he could exact enfilading fire all along Muhlenberg's front. Concurrently, the American militia was running very low on their "allocated" ammunition. It was here that Steuben determined his show-of-force had reached its limits. He therefore called for a general withdrawal of his army to the north of the Appomattox. Again the militia executed a very orderly retreat, this time through Petersburg, towards the Pocahontas Bridge.

Simcoe and his Rangers were not close enough to cut off the retreat, so the Colonel decided to proceed farther to the north and west.- His intent was to locate a known ford over the river, cross over onto the heights and possibly get on the American rear in that sector. Baring this, if nothing else, he could possibly draw off part of the American artillery fire being directed at Phillips' main advancing line. In the latter he succeeded.

Up to this point Muhlenberg had very expertly utilized time and terrain to keep the British at a sufficient distance where they could not close with their bayonets on the "bayonetless" American lines. Between Lieutenant Run and the Pocahontas Bridge there was little obstacle to delay Phillips' pursuit, other than the village streets and buildings. The narrowness of the bridge slowed the retiring American units as anticipated. Here the militia again showed surprising mettle. As British lines pressed on the American retreat, units of both cavalry and infantry stationed north of the bridge laid down covering fire. Retreat-ing units also stood their ground, providing covering fire for those units crossing the bridge.

Inside several city blocks near Pocahontas Bridge, the heaviest fighting and losses of the battle occurred. Fighting became close and hand-to-hand. The America-ns casualties of wounded and captured were highest near the bridge fighting and from British artillery firing as the troops ascended the heights after crossing the river. However, the final American act of determination was, under fire, to take up the planks of Pocahontas Bridge to prevent further British pursuit.

Once they got onto the heights, Steuben's army spread into Chesterfield County, primarily towards the Court House where the military training barracks were located and where General Phillips would undoubtedly next head toward.

Total battle losses, in killed, wounded and captured, can only estimated at about 100 for the Americans and about 60 for the British.

As a major port, central logistics storage area, and primary link in the American line of communication, Petersburg was a key element to the success of Phillips' campaign. Unfortunately for the Americans, there was no regular army force in the state to defend against the British invasion. Under Major General von Steuben, there was only a small army of slightly more than one thousand militia, to confront Phillips' two thousand five hundred veteran troops. Notwithstanding the overwhelming odds, the determination and discipline of the Virginia militia withstood Phillips' attack on Petersburg, holding the invading British at bay for upwards of three hours before yielding the town.

Though the town was thoroughly searched for military and public stores, there was no wanton damage inflicted on public or private property. Phillips found no military supplies left in the town, however a large quantity of tobacco, important to international trade, was found. The tobacco was moved into the streets and burned rather than being destroyed in private warehouses where it had been stored. There was one warehouse accidentally set fire by a British soldier, who was subsequently punished for his inattention to Phillips' orders.

Two days following the battle, Phillips marched his army north on the final leg of his campaign, burning the log, military training barracks at Chesterfield Court House, destroying several war and cargo ships at Osborne's Landing, and burning the foundry and numerous warehouses at West-ham. In the mean-time, the American regulars of Major General Lafayette's army arrived at Richmond in time to prevent Phillips from taking the Capitol City. It was then that Phillips decided that his expedition had been completely successful and ordered his army back down the James River to Ports-mouth.