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About this time the soldiers were deprived of their tents and much suffering was caused by the extreme cold rains. The command remained near Fredericksburg until May 25th, when it set out on a march, at sunset, in the direction of Hanover Junction, marching all night and all next day through mud, so that man of the soldiers lost their shoes and almost gave out from fatigue. The regiment camped ten miles north of Richmond, May 27th, and afterwards did picket duty along the Chickahominy.

On the 14th of June the 38th was transferred to General Wm. D. Pender's Brigade, composed of the 38th North Carolina, Colonel W. J. Hoke; 34th North Carolina, Colonel R. H. Riddick; 22nd North Carolina, Colonel James Conner; 16th North Carolina, Colonel McElroy. The 13th North Carolina, Colonel A. M. Scales, was attached in the winter. Pender's Brigade formed the 6th of the ‘Light Division’ commanded by General A. P. Hill.

The division crossed Meadow bridge June 26th, and it was seen from scattered portfolios and other luxuries, to which the Southern soldier was a stranger, that the Yankee picket at that place had fled with great precipitation. As soon as the Thirty-eighth had got a little beyond Mechanicsville it was saluted with heavy shelling. A line of battle was formed and the march continued until the order was given to charge the battery that was throwing the deadly missiles. The heat was intense and the double quick march exhausting, but the charge was kept up over the open field until the regiment reached the summit of the last elevation when a farm house, yard and garden broke the line somewhat. The Yankee batteries were upon the summit of the opposite hill with their supporting infantry in their intrenchments, and the old field pines in front cut down and piled across the stumps which were left about three feet high, forming an almost impassible barrier. The Thirty-eighth, alone and unsupported, charged down the hill, the long line of infantry playing upon it with a cross fire. On the soldiers charged, in the face of the fatal volleys, until the obstacles were reached, when the whole line stopped and began returning the fire under every disadvantage. The men were falling rapidly and it was soon seen that to take the works was impossible. Captain Thornburg and Adjutant Cowles were in front, urging the men forward. The retreat was ordered but the noise was so deafening nothing could be heard. Major Andrews reached Captain Thornburg and Adjutant Cowles and gave them the orders to retreat, after which the word was passed along the line and the retreat up the hill was begun, the enemy continuing their deadly

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