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[54] the fight at Winchester, and in covering the rear of our column to the river; but especially for the spirit infused into his troops during the brief period of his command, which, by confession of friend and foe, had been been equal, if not superior, to the best of the enemy's long-trained mounted troops.

From this point the protection of the rear of the column devolved upon the forces under Col. Gordon.

The guard having been separated from the column, and the rear of the train having been attacked by an increased force near the bridge between Newtown and Kernstown, Col. Gordon was directed to send back the Second Massachusetts, Lieut.-Colonel Andrews commanding, the Twenty-seventh Indiana, Col. Colgrove, and the Twenty-eighth New-York, Lieut.-Col. Brown, to rescue the rear of the train and hold the enemy in check. They found him at Newtown with a strong force of infantry, artillery and cavalry.

The Second Massachusetts was deployed in the field, supported by the Twenty-eighth New-York and the Twenty-seventh Indiana, and ordered to drive the enemy from the town; and the battery was at the same time so placed as to silence the guns of the enemy.

Both these objects were quickly accomplished. They found it impossible to reach Middletown, so as to enable the cavalry under Gen. Hatch to join the column, or to cover entirely the rear of the train. Large bodies of the enemy's cavalry passed upon our right and left, and the increased vigor of his movements demonstrated the rapid advance of the main body. A cavalry charge made upon our troops was received in squares on the right and on the road, and in the line of the left, which repelled his assault and gained time to reform the train, to cover its rear and to burn the disabled wagons. This affair occupied several hours — the regiments having been moved to the rear about six o'clock, and not reaching the town until after twelve.

A full report by Col. Gordon, who commanded in person, is inclosed herewith. The principal loss of the Second Massachusetts occurred in this action.

The strength and purpose of the enemy were to us unknown when we reached Winchester, except upon surmise and vague rumors from Front Royal. These rumors were strengthened by the vigor with which the enemy had pressed our main column, and defeated at every point the efforts of detachments to effect a junction with the main column.

At Winchester, however, all suspicion was relieved on that subject. All classes — secessionists, Unionists, refugees, fugitives and prisoners — argued that the enemy's force at or near Winchester was overwhelming, ranging from twenty-five thousand to thirty thousand. Rebel officers, who came into our camp with entire unconcern, supposing that their own troops occupied the town as a matter of course, and were captured, confirmed these statements, and added that an attack would be made upon us at daybreak. I determined to test the substance and strength of the enemy by actual collision, and measures were promptly taken to prepare our troops to meet them. They had taken up their positions on entering the town after dark, without expectations of a battle, and were at disadvantage as compared with the enemy.

The rattling of musketry was heard during the latter part of the night, and before the break of day a sharp engagement occurred at the outposts. Soon after four o'clock the artillery opened its fire, which was continued without cessation till the close of the engagement.

The right of our line was occupied by the Third brigade, Col. Geo. H. Gordon commanding. The regiments were strongly posted, and near the centre covered by stone walls from the fire of the enemy.

Their infantry opened on the right, and soon both lines were under heavy fire.

The left was occupied by the Third brigade, Col. Dudley Donnelly commanding.

The line was weak, compared with that of the enemy, but the troops were posted, and patiently awaited, as they nobly improved, their coming opportunity. The earliest movements of the enemy were on our left, two regiments being seen to move as with the purpose of occupying a position in flank or rear. Gen. Hatch sent a detachment of cavalry to intercept this movement, when it was apparently abandoned. The enemy suffered very serious loss from the fire of our infantry on the left. One regiment is represented by persons present during the action, and after the field was evacuated, as nearly destroyed.

The main body of the enemy was hidden during the early part of the action by the crest of the hill and the woods in the rear.

Their force was massed apparently upon our right, and their manoeuvres indicated a purpose to turn us upon the Berryville road, where, it appeared subsequently, they had placed a considerable force, with a view of preventing reenforcements from Harper's Ferry. But the steady fire of our lines held them in check until a small portion of the troops on the right of our line made a movement to the rear. It is but just to add, that this was done under the erroneous impression that an order to withdraw had been given. No sooner was this observed by the enemy, than its regiments swarmed upon the crest of the hill, advancing from the woods upon our right, which, still continuing its fire steadily, advanced toward the town.

The overwhelming force of the enemy now suddenly showing itself, making further resistance unwise, orders were sent to the left by Capt. De Hauteville to withdraw, which was done reluctantly but in order, the enemy having greatly suffered in that wing. A portion of the troops passed through the town in some confusion; but the column was soon reformed and continued its march in order.

This engagement held the enemy in check for five hours.

The forces engaged were greatly unequal. Indisposed

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