The construction of the 40'X 60' water-powered mill was begun in 1782 by Brigadier General Daniel Morgan for Lt. Col. Nathaniel Burwell of nearby Carter's Grove Plantation.

The mill was built to provide a facility by which wheat, corn, and other grain could be ground and exported from Burwell's abundent farmland and also from that of his neighbors.

The mill was also placed under Morgans operative management; and, it flourished tremendously after completion in 1785. It operated 'round the clock, grinding over sixty thousand bushels of wheat, on average, annually.

The mill soon became a merchant mill, now the oldest operable merchant mill in the Shenandoah Valley, exporting much flour through Alexandria and Baltimore ports. It missed the destruction experienced by many mills during the Civil War, operating well past World War II into 1953.

The town of Millwood soon grew around this commercial enterprise. The mill ceased operating in 1953, and sat idle until 1964, when it came under the "umbrella" of the Clarke County Historical Asso.

The historical society used private donation, local fund-raisers, and many donated hours of local volunteer labor to retore the old mill, taking about seven years to accomplish.

The mill was opened in 1972 to visitors as a mill museum. The mill is open every day during the artwork display times during "Art at the Mill".

Visiors, including School children, historians, mill lovers, and Smithsonian tours, cannot cease to marvel at the 20' interior waterwheel and the wooden pegged gearing that operates the machinery of the mill.

The wheel transfers the power through the wooden gearing to turn the 2 ton French buhrstones. The wooden gearing underwent a refurbishing in 1994 and corn meal can be observed grinding and can be purchased at the mill store.

A hand truck (to cart sacks of grain or processed meal/flour), a small hand cranked cleaner and large flour/grain bin occupy the photo. A Cyclone fanning mill is picctured in the photo below.

The Mill is open, admission charged, April through October, Thursday through Saturday, 10 a.m. until 5 p.m. Sunday noon until 5 p.m.

The Clarke County Historical Association also owns the adjacent Millers House and the Tollhouse. The Tollhouse used top collect tolls for crossing through the ford of Spout Run before a bridge was built over the stream.