Here they were occupied with learning to be soldiers, drilling and tactics and constructing defensive fortifications around the city of Mobile.

The men came from Clarke, Monroe, Wilcox, Choctaw, Fayette, Conecuh, Coosa, Dallas, Baldwin and Mobile counties of Alabama.

In November, they fought at Lookout Mountain, and the next day were overrun at nearby Missionary Ridge where they lost their wagon train, their flag and many officers and men.

Spring of '64 brought a northern offensive, and they participated in what is known as the One Hundred-Day Battle as they fought a retreat at places like Dalton, Resaca, New Hope Church and finally Atlanta on July 22, 1864.

Luckily the 38th drew rear guard duty and was spared the awful fate of many southern boys and five Confederate Generals on November 30, 1864, at Franklin.