and 11 cavalry districts. Much of the Talbot County militia was formed in 1807 after the attack on the American USS Chesapeake by the British HMS Leopard. Brigadier General Perry Benson, who was a veteran of the American Revolutionary War, commanded the militia of Talbot, Caroline, and Dorchester counties. His force at the battle consisted of two regiments, several companies of cavalry, and three artillery batteries. 12th Maryland Brigade was commanded by Brigadier General Benson. 4th Maryland Regiment was commanded by Lieutenant Colonel William B. Smyth. It consisted of men mostly from Easton, and had an artillery company. 26th Maryland Regiment was commanded by Lieutenant Colonel Hugh Auld, and had companies from the St. Michaels area. 9th Cavalry District was commanded by Lieutenant Colonel Edward Lloyd, and included companies from Easton, St. Michaels, and Trappe. two batteries (a third battery was the company that was part of the 4th Maryland Regiment) Benson's brigade was large, but its training was inadequate. It also had a shortage of weaponry. Muskets were used by companies near threatened positions, and then transferred to the next threat when the original threat passed. Although Benson had a large force at St. Michaels, the fighting was conducted by the artillerists. Prelude The British captured Maryland's Kent Island during early August 1813. The island is located north of St. Michaels and across the bay from the Maryland state capital Annapolis. The British landed about 3,000 men on the island, but faced no resistance because most of the inhabitants fled when they learned of the invasion. The island had food and fresh water, and would provide a base for operations against Maryland's Eastern Shore, Annapolis, Baltimore, and Washington. During this time, the British had ships in Eastern Bay between Kent Island and St. Michaels, causing alarm throughout Talbot County. St. Michaels was a target because of its shipbuilding, and it had at least six vessels in the process of being built. It was also an outport for the town of Easton, which was largest town on Maryland's Eastern Shore. Easton had the only armory on Maryland's Eastern Shore, a bank, and plenty of goods for the British to plunder. Boats and small vessels could be used on the St. Michaels River to get within of Easton. A second water route to Easton, Tredhaven Creek, was protected by a six-gun battery called Fort Stokes. Preparing for the British Militia from