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[58] services on the night of the twenty-fourth instant will never be forgotten by them, may have met with not worse fate than to be held as a prisoner of war.

To my personal staff, Lieut. C. P. Horton, Second Massachusetts regiment, my Assistant Adjutant-General, to Lieut. H. B. Scott of the same regiment, my Aid-de-Camp, I am indebted for promptness in transmission of orders, for efficiency, and gallant services in action.

I desire to express my thanks to Colonels Murphy, Ruger, Colgrove, and Andrews, to the officers and men generally of my command, especially to officers and men of battery M, whose skill and courage tended so much by their destructive fire to disconcert the enemy, and hold him in check.

In fine, in the two days of the twenty-fourth and twenty-fifth of May, the larger portion of my brigade marched sixty-one miles, the Second Massachusetts skirmishing on the twenty-fourth, for more than six hours, with rebel cavalry and artillery, the whole command on the twenty-fifth fighting a battle.

I herewith enclose such reports of colonels of regiments as have been forwarded.

headquarters Third brigade, camp near Williamsport, Md.
Gen. A. S. Williams, Commanding First Division Fifth Army Corps:
General: I take the first moment of leisure from arduous military duties, to report in brief the events of an engagement of forces under my command with the enemy, on the march of the Fifth Army Corps, under Gen. Banks, from Strasburgh to Winchester on the twenty-fourth of May.

Disastrous news from fugitives of the First Maryland regiment received the night of the twenty-third instant, made it apparent that a very large force of the enemy threatened us at Strasburgh. The precautionary order to pack and send to the rear any brigade and regimental trains was complied with. They started for Winchester that night, and were thus saved.

The morning of the twenty-fourth brought little cheer; the worst reports were confirmed. Frequent reconnoissances during the night and morning of the twenty-fourth developed that a very large force of the enemy threatened to surround us at Strasburgh. At ten A. M. my brigade was ordered, in conjunction with the First brigade of your division, to move toward Newtown, en route for Winchester, to check an approach of the enemy from that direction. No enemy being found at Middletown, or within four miles of there in the direction of Front Royal, our march was continued. Our column moved on toward Strasburgh in good order, preceded by an immense train of wagons, and followed by many that could not be prepared for moving the night before. At two P. M. report from the rear reached us that the train had been attacked by the enemy; that we were entirely cut off from our rear-guard; that many wagons had been captured, and that the enemy were pursuing us. The sound of his guns we could distinctly hear.

With the view of uniting the train if possible, and with the sanction of Gen. Banks, I proceeded with two regiments of my brigade and two sections of artillery to attack the enemy, and do what I might for the rescue of our rear-guard and baggage. My force was increased by a third regiment ordered by Gen. Banks to report to Gen. Hatch, commanding rear-guard, if practicable. This regiment, the Twenty-eighth New-York, Lieut.-Col. Brown, fell also under my command. Upon arriving near Newtown, I found some confusion in the train, and saw perhaps six or seven wagons that had been overset and abandoned. The Twenty-seventh Indiana of my brigade, previously ordered with section of artillery to this point, I found drawn up in line of battle.

The rebel force and battery were said to be at the town, distant about half a mile beyond. I made dispositions to attack them with artillery and infantry, holding one regiment in reserve for further use. The Massachusetts Second, under Lieut.-Col. Andrews, with skirmishers thrown to the front, covered the approaches to the town, supported by its own reserve and the Twenty-eighth New-York. The rebel force was at once driven from the town. A heavy fire of artillery was opened upon my command from a rebel battery, to which we replied with spirit, driving the enemy from his position. After an hour or more of skirmishing, with continual firing of artillery on both sides I had driven the enemy from New-town, which I held.

At this time I was joined by Gen. Hatch, who had, by a circuitous pathway, been able to join the first half of the column. He at once confirmed my fears that the enemy in strong force had taken a portion of the rear part of our train with such stores as might have been left at Cedar Creek, and such forces as had not haply escaped. I became convinced of the impossibility of making headway against the force in my front, and I much feared being surrounded, as large bodies of cavalry were seen in the distance toward Winchester, my then rear.

It was now about eight o'clock. Gen. Hatch was safe, the enemy driven from Newtown, all our train in advance of the centre protected from further assault, I determined to withdraw, and as I could not transport, to burn the seven or eight abandoned wagons. This was accordingly done.

The difficult task of keeping the enemy at bay was confided to the Second Massachusetts, Lieut.-Col. Andrews. To aid him, I ordered cavalry and one section of artillery to the rear. The column thus proceeded to join the main body at Winchester. Fearful of an attempt on the part of the enemy to seize the road where it enters Winchester, (and which they did not an hour after the Second Massachusetts passed,) I made rapid progress, reaching the environs of Winchester at about twelve o'clock at night. Frequent reports from Lieut.-Col. Andrews advised me of the good progress of the rear, also that they were somewhat annoyed with skirmishing

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