The Scenic and Historic Shenandoah Valley of Virginia

Getting way, way back to the grind in Millwood, Va.

Burwell-Morgan Mill in Millwood, Virginia

While water-powered grist mills were often built with sturdy stone walls, they still tended to have a low survival rate.

For one thing, the buildings nearly always had to be located along good-sized streams, making them particularly vulnerable to floods.

And then all that grain dust that would be kicked up whenever the millstones were turning: very flammable. Many restored mills in existence today are simply not the originals that had been initially constructed at the site.

Here in the Shenandoah Valley, grist mills faced an additional threat during the Civil War, being a major target of Union Army troops who were intent upon wiping out the fertile and productive Breadbasket of the Confederacy.

But the Burwell-Morgan Mill, located in the Clarke County, Va. village of Millwood, did manage to escape harm during the Civil War. In fact, it reportedly kept very busy during the war years serving both sides.

And then Union raiders tended to go easier with communities on the fringes of the local plantations, where slaves lived. Millwood apparently was one of those tiny villages.

But since Burwell-Morgan Mill had been built back in 1782, this story is really not about the Civil War.

Nathaniel Burwell was a wealthy Colonial landowner from the Eastern Shore. He was a member of the gentry, ranked a Colonel in the American Revolutionary War Continental Army.

He eventually inherited 5,000 acres from his great-grandfather, Robert “King” Carter, who was a “proprietor” of the vast expanse of Virginia’s Northern Neck land.

Proprietors helped England divvy up the rich hinterlands of the New World. Back then, the Northern Neck region extended east from the mouth of the Rapphannock River to the “Fairfax Line.”

The Fairfax Line was the region’s western boundary, cutting through the Shenandoah Valley into what is now the Eastern Panhandle of West Virginia.

Northen Neck Proprietary map


Col. Burwell headed out to the Valley to inspect his land, took a hard look at it, and decided to build a plantation. He also had envisioned a state-of-the-art “Merchant” grist mill, one big enough to process huge Valley grain harvests and eventually ship products to as far away as Europe.

To build the new mill, he partnered up with the famous Revolutionary War general, Daniel Morgan. Burwell had the money and land, Morgan knew the Valley territory. Morgan was also a teamster, so he could help ensure that milled products got to market.

Burwell and Morgan


An indoor waterwheel could have been considered a bit of a novelty for this far south in Virginia, but the design paid off. For one thing, an indoor wheel extended the mill’s operating season to nearly year-round.

But the additional humidity generated by a stream flowing through the basement undoubtedly helped keep the air moist enough to protect against the danger of fire.

The Burwell-Morgan Mill operated through the entire 19th century and on up until the 1950s, when it was finally abandoned.

Mr. Alger inside Mill


“The last man to operate the mill commercially bought the mill in 1915 and operated it until the early 1950s,” Mill Manager Don Wallace explains. “There is some discussion as to when he actually abandoned the mill. But it was abandoned sometime in the 1950s. Up until that point, it was a thriving commercial enterprise. On the order of 175 years, a business in one spot.”

By then however, the vacant mill was falling more and more into disrepair, until it was acquired by the Clarke County Historical Association in 1964.

Burwell-Morgan Mill


The CCHA took the mill under its wing. A group of volunteers painstakingly rebuilt the water wheel and recreated the wooden machinery. The restoration effort ultimately allowed the mill to operate as it originally did in the 1700s.

By the 1970s, the fully-restored mill was placed on the National Register of Historic Places and was opened to the public as a living history museum.

The Burwell-Morgan Mill now features weekend activities centered around water-powered grain milling, including an annual fall Heritage Day and spring and fall art festivals that fill the top floor of the building — added during the mill’s late-1800s heyday years.


Burwell-Morgan Mill


Burwell-Morgan Mill


Burwell-Morgan Mill


Burwell-Morgan Mill


Burwell-Morgan Mill


The spillway gates are pulled open every weekend during warm weather months, and the big wheel turns for grinding events that run up until Thanksgiving weekend. At that time, it starts getting too cold to operate.

There is no central heat in the building and the thick stone walls tend to absorb the lowest overnight temperatures. So the interior stays frosty, long after the outside temperatures have warmed up.

“Because, our general rule of thumb is, what ever the temperature went down to last night, that’s what these walls will hold throughout the day,” Wallace says.

“Which is wonderful in August. Because everybody wants to be down in our basement. But when you get to the end of November, and the icicles are starting to form on the water wheel…”

Burwell-Morgan Mill


Wallace is a woodworker by trade, and so the job of Mill Manager really appeals to him. He says that his volunteer work at the mill “touches a number of sweet spots.” It’s an old building, there is a lot of wooden machinery inside of it, and he loves history.

“The thing that I love about the mill is that it really has something for everybody.” Like the recent family with ages ranging from six-year-old kids up to an 80-something grandparent. He says they were all enthralled and the family spent an hour and a half there.

“The ones I get a kick out of are people who remember mills like this operating when they were kids,” Wallace adds.

Although the road through Millwood was once a major route to the nearby city of Winchester, it’s long been bypassed by U.S. Route 50. The current main route passes less than a mile away. The county seat town of Berryville is only about four or five miles north.

Northern Virginia development has managed to leapfrog over Clarke County to areas of relatively high growth to the west, mainly along the Valley’s I-81 Corridor.

Millwood, Va.


Yet, with not much more than the mill and a country store along the main drag, Millwood remains a peaceful spot. Despite its pastoral atmosphere, Millwood is still literally “just over the mountain” from Loudoun County and Northern Virginia.

It’s one of those places in the Shenandoah Valley that can often be overlooked on the way to bigger attractions. But it’s worth experiencing.

“We’re in this kind of nice little bucolic, rural Eden,” Wallace says.

Burwell-Morgan Mill

Thanks to the Clarke County Historical Association for assistance and support. Historic mill images courtsey of the CCHA. Story originally appeared on in October, 2016.

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