After falling back from Gravelly Run Brig. Gen William Paul Roberts and the 4th North Carolina Cavalry conducted a fighting retreat against skirmishers from Brig. Gen. Joshua Chamberlain;s 1st Brigade for a mile up the winding and precipitous Quaker Road. These skirmishers consisted of six companies were commanded by Major Edwin A. Glenn. They had been detached from the 14 companies of Col. Gustav Sniper’s big regiment, the 185th New York.

The 4th North Carolina Cavalry made a stand in front of the Lewis Farm. East of the road dismounted troopers took refuge among the farm buildings. West of the road troopers took cover behind a huge sawdust pile. In the middle of the road Captain William P. Shaw of company D and a squadron remained mounted in the middle of the road, prepared to resist another mounted charge by the 4th Pennsylvania Cavalry. General Roberts rode up and took position on the right of the line. Captain Demosthenes Bell of Company G, the regimental commander, stopped on the left of Roberts.

Chamberlain's men unleashed a punishing volley into Shaw's mounted men. Captain Bell was wounded in the face. Captain Joseph B. Cherry of Company F took command, but he was mortally wounded a few minutes later. Captain Lewis A. Johnson's company A also suffered severely.

The regiment retreated northward until they reached a belt of woods on either side of the road. It was here that Gen. Henry Wise rode up and asked Gen. Roberts to clear the way so his infantry brigade could charge.