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[59] cavalry. I sent him such additional force as I thought might be necessary, but becoming impatient at his non-arrival, I went out with an orderly to meet him, and arrived at the head of the regiment about one o'clock.

Rather a severe skirmish was then going on between the rear company of the regiment, Capt. Underwood, and the enemy. Their temerity punished and their advance checked, we reached our encampment at half-past 2 A. M. The men of my brigade were without shelter, many of them without rations. Having imprudently, though intending to offer better service, laid aside their knapsacks, their capture deprived them of food. The Second Massachusetts regiment made this day a march of thirty miles, ten of which was a continual running fight.

The service performed by this regiment on this occasion reflects the greatest credit upon both officers and men. Never shaken by the discharge of artillery and musketry into their ranks, this noble regiment moved in column along the road. Undismayed by an enemy they could not see, firing at the flashes of rebel rifles, supporting their wounded and carrying their dead for more than eight miles, they guarded the rear of the column; then with two and one half hours of slumber upon the earth, uncovered and unprotected, they were aroused by the cannon and musketry that ushered in the battle of Winchester to do their part in the heroic struggle of that day.

I refer for particulars of this day's duty to the report of Lieut.-Col. Geo. L. Andrews, hereto appended. I cannot too strongly praise the coolness and discretion of this officer upon this trying occasion.


Geo. H. Gordon, Colonel Second Massachusetts Regiment, Commanding Third Brigade.

Lieut.-Colonel Andrews' reports.

headquarters Second regiment Massachusetts Vols., camp at Williamsport, Md., May 26, 1862.
Colonel Geo. H. Gordon, Commanding Third Brigade:
sir: I have the honor to submit the following report of the operations of the Second regiment Massachusetts volunteers, on the twenty-fourth inst. At about eleven o'clock A. M., the regiment left camp at Strasburgh, marching toward Winchester. After a fatiguing march of about thirteen miles, when within about five miles of Winchester, I received an order to return toward Strasburgh, to assist the rear-guard in repelling attacks upon the train. Knapsacks were deposited at the side of the road, to relieve the men, already much fatigued with the march over a dry, dusty road. We were followed by the Twenty-eighth New-York regiment, Lieut.-Colonel Brown, and a section of Best's battery, under Lieut. Cushing.

On arriving at Newtown, I found the Twenty-seventh Indiana regiment formed in line on this side of the town, with two sections of Cothron's battery, which were firing upon the enemy's cavalry in the edge of the wood on our left. I received an order to advance, take the town, and hold it until further orders. Companies A and C, under Capts. Abbott and Cogswell, were deployed as skirmishers, and advanced, followed by the remainder of the regiment and the section of Best's battery, under a well-directed fire of the enemy's artillery posted in the main street, and in the full view of our cavalry.

The enemy was speedily driven from the town to a position on the heights beyond, from which he continued the fire of artillery, principally directed against the section of Cothron's battery, which had advanced and taken position on our right; but his fire was with little or no effect. The sections of Best's and Cothron's batteries replied by a well-directed fire.

At sunset, an order came to withdraw and resume the march to Winchester, the desired object having been attained. This was done, the two companies above-mentioned forming the rear-guard, and company B, Capt. Williams, thrown out as flankers, the artillery, with three companies of this regiment leading, followed by the remainder of the regiment in column. We soon overtook the Twenty-seventh Indiana regiment, which was engaged in the destruction of abandoned property of the train. This caused some delay, but the march was soon resumed. The Twenty-eighth New-York was in advance of the Twenty-seventh Indiana.

At the place in which the knapsacks were left, the regiment was halted; the rear-guard and flankers remaining in their places, the rest of the regiment were ordered to take their knapsacks. Six companies of the New-York cavalry here joined us. It was now quite dark, and the enemy, who had not before shown himself on our return, made a cavalry charge, which was promptly repelled by a volley from the rear-guard, which was delivered at short range with perfect coolness and great effect.

The enemy then fired a single shell, which was replied to by another volley from the rear-guard, and the enemy ceased for a time his attack. The companies composing the rear-guard and flankers were now directed in turn to take their knapsacks, company I, Capt. Underwood, forming the new rear-guard, and company D, Capt. Savage, the flankers.

The enemy now sent forward a line of skirmishers, who opened a fire on Capt. Underwood's company, which, although very severe, was sustained and replied to with a steadiness most creditable to the officers and men of that company. The firing continuing, I sent forward in support on the right and left platoons of the companies of Capts. Cogswell and Williams, and our fire soon produced a marked effect on the enemy.

Everything being now ready, the march was resumed. The enemy followed but a short distance. The march was continued until we reached Kernstown, when a halt was ordered, to rest the men and make arrangements to send forward some of our wounded. From the non-arrival of ambulances, some delay occurred, during which

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