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 spirits. Here we lay until 4 o'clock in the afternoon, when Major G. Peyton of the division staff directed me to fall back, for the infantry had retired from my left, and Fitz Lee's cavalry was hotly engaged with that of the Federals. I replied that there was no occasion for my falling back, as I could repulse any assault the Federals might attempt; and upon their endeavoring to advance, I opened fire upon them, and they rapidly sought shelter. Discovering (after Major Peyton retired) that the Federals were in my rear, I fell back in good order to the Martinsburg pike, and formed on the left of our troops. Here we were exposed, without any protection, to a heavy artillery fire, which was inflicting unnecessary punishment upon my men. I turned to General Breckinridge, who was near, and pointed to a line of hills, and suggested that that was the place to make our stand, to which he agreed. Thereupon I faced my men about and commenced retiring deliberately to the hills, all the troops conforming to this movement. General Early, through a staff officer, directed me to return; I thereupon faced my men about, and moved them to the front. Upon reaching the turnpike a second officer came from General Early and directed me to fall back. Facing my men about, I again commenced slowly retiring. While thus marching and countermarching amidst a murderous fire, a canon-ball struck in the color-guard, just in the rear of my horse's tail, cut one man asunder, tore off the skull of another, which was thrown in front, and spattered blood and brains on all who were near. My veterans, instead of being stampeded, only pressed a little more impulsively upon my horse's tall. War hath its horrors, which the selfishness and ambition of men bring upon them, and they must endure them; but the suffering and distress of females no true man can complacently witness. Such scenes of distress and heart-rending agony as were manifested by the true women of Winchester as their town was uncovered and they were thus exposed to the foe, while they cannot be described, brought tears to the eyes of stoutest men. Our troops now retreated towards Fisher's Hill. My brigade secured the elevation which I had selected, and stood as a menace to pursuit until our army had measurably retired. Then proceeding to the turnpike, I was retreating in column, when Dr. Hunter Mc-Guire, who was with Early, approached and said General Early was feeling badly; that we had lost but one caisson, and he wished I would take my troops and protect from capture the artillery then passing. I informed him that I was so far from my division (for our
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