Rebellion Record: a Diary of American Events: Documents and Narratives, Volume 7.
Frank Moore, Ed.

On Friday night I doubled my pickets and kept out strong cavalry patrols on the leading roads, and I also sent a messenger to Colonel Mc-Reynolds at Berryville notifying him that the enemy was reported to be in considerable force in the Front Royal road. I instructed him to keep a strong party of observation in the direction of Milwood; to place his command in readiness to move at a moment's warning; if attacked by a superior force, to fall back upon Winchester by the route which he might deem most practicable, and that if his command should be needed at Winchester he would be notified by four discharges from the large guns at the main fort at Winchester.

The whole forces under my command at this time were: First brigade, Brigadier-General Elliott commanding: One Hundred and Tenth regiment O. V. I., Col. Keifer; One Hundred and Sixteenth regiment O. V. I., Colonel Washburn; One Hundred and Twenty-second regiment O. V. I., Col. Ball; One Hundred and Twenty-third regiment O. V. I., Col. Wilson; Thirteenth regiment Pennsylvania cavalry, Col. Gallagher; Twelfth regiment Pennsylvania cavalry, Lieut.-Col. Moss; battery L, Fifth regiment artillery, First Lieut. Randolph. Second brigade, Colonel Ely, Eighteenth Connecticut, commanding: Eighty-seventh regiment Pa. V. I., Colonel Shawl; Twelfth regiment Va. V. I., Col. Klunk; Eighteenth regiment Conn. V. I., Lieut.-Col. Nichols; Fifth regiment Md. V. I., Capt. Holton; battery D, First Virginia artillery, Capt. Carlin; company K, First Virginia cavalry, Lieut. Dawson; companies D and E, Third Virginia cavalry, Capt. White.

The composition of the Third brigade, Colonel McReynolds commanding, is above given.

The heavy guns of the principal fort, consisting of four twenty-pound Parrotts and two twenty-four-pound howitzers, were served by a company of the Fourteenth Massachusetts heavy artillery, commanded by Captain Martin.

The command numbered, according to Friday morning's return, six thousand nine hundred men. On Saturday morning, at a few minutes before eight o'clock, my cavalry patrols on the Front Royal road reported that the enemy was approaching in force.

Deeming it advisable that under the circumstances the whole command should be united at Winchester, I gave Colonel McReynolds the concerted signal above stated. I immediately sent forward on the Front Royal and Strasburgh roads forces to observe and report the forces and movements of the enemy. That on the Front Royal road consisted of the Twelfth Pennsylvania cavalry, Eighty-seventh Pennsylvania infantry, Eighteenth Connecticut infantry, Fifth Maryland infantry, and one section of battery L Fifth regiment artillery, Col. Ely commanding. A little over a mile from Winchester this force encountered a battery of the enemy located in a wood at the right of the Front Royal road. After a short artillery skirmish, Col. Ely retired his command to near the junction of the Front Royal and Strasburgh roads, immediately south and adjoining Winchester. The enemy did not pursue in force. Occasionally, during the day, small detachments of rebel cavalry approached from that direction, but were driven off by our infantry pickets, which were well protected and directed to remain at their posts and act as skirmishers.

The force on the Strasburgh road consisted of the One Hundred and Tenth and One Hundred and Twenty-third Ohio and Twelfth Virginia infantry, and Thirteenth Pennsylvania volunteer cavalry, and Carlin's battery, Brig.-Gen. Elliott commanding.

A little to the west and adjoining Winchester is a high ridge, which extends from the town south for over a mile to Mill Creek, which is known as Applepie Ridge. Around the southern terminus of this ridge the creek and a millrace wind across the Strasburgh road, and from thence in a northern direction across the Front Royal road, and north of that road to the Hollingsworth mills, where the race terminates and the creek takes an abrupt eastern course. The whole length of the race is about two miles. The creek and race combined afford a strong protection against cavalry, and for that reason, and the additional one that stone fences and other covers abound in its vicinity, they had been adopted as a portion of my infantry picket-line. The force above designated, except two sections of Carlin's battery stationed on the southern extremity of the ridge above described, proceeded up the Strasburgh road to within a short distance of Kearnstown, where it remained, encountering no enemy, except occasional parties of skirmishers, until about two o'clock P. M., when Brig.-General Elliott, through Lieut. Alexander, of his staff, re ported to me at the place where two sections of Carlin's battery were in position, that he could find no enemy in his front, but that there were indications that the enemy was massing his forces on our left, in the vicinity of the Front Royal road. I then directed Gen. Elliott to retire his force on the Strasburgh road back of the creek and race above described, so as to put it in a position to support Col. Ely on the Front Royal road, or the forces at the forts, as exigency might require. While this order was being executed, and when Gen. Elliott's command had arrived at within six hundred yards of the creek and race, a considerable force of the enemy's infantry, in two lines of battle, displayed itself to our right, with the apparent intention to flank and cut off our retiring troops. I estimated the force of the enemy then in sight at two thousand. The two sections of Carlin's battery on the ridge as above stated commanded the position of the enemy, and immediately opened on him with sufficient effect to throw him into confusion, when the One Hundred and Tenth regiment Ohio volunteer infantry, Col. Keifer, and One Hundred and Twenty-third regiment Ohio volunteer infantry, Col. Wilson, charged upon