to protect the town of Front Royal and the railroad and bridges between that town and Strasburgh. The forces under his command consisted of his own regiment, (seven hundred and seventy-five available men,) two companies from the Twentieth Pennsylvania volunteers, Lieut.-Col. Perham commanding; the Pioneer Corps, Capt. Mapes, engaged in constructing bridges ; two companies of the Fifth New-York cavalry, and a section of Knapp's battery, Lieut. Atwell commanding. There were three companies of infantry stationed on the road near Strasburgh; the Second Massachusetts, Capt. Russell, at the bridge; one company of the Third Wisconsin, Capt. Hubbard, and one company of the Twenty-seventh Indiana, about five miles from Strasburgh. This force was intended as a guard for the protection of the town, and partly against local guerrilla parties that infested that locality, and replaced two companies of infantry with cavalry and artillery, which had occupied the town for some weeks, under Major Tyndale, of the Twenty-eighth Pennsylvania volunteers, for the same purpose. It had never been contemplated as a defence against the combined forces of the enemy in the Valley of Virginia. Front Royal is in itself an indefensible position. Two mountain valleys debouch suddenly upon the town from the south, commanding it by almost inaccessible hills, and is at the same time exposed to flank movements by other mountain valleys, via Strasburgh on the west and Chester Gap on the east. The only practicable defence of this town would be by a force sufficiently strong to hold these mountain passes some miles in advance. Such forces were not at my disposal, and no such expectations were entertained from the slender command of Col. Kenly. It was a guerrilla force, and not an organized and well-appointed army that he was prepared to meet. On the twenty-third of May, it was discovered that the whole force of the enemy was in movement down the Valley of the Shenandoah, between the Massanutten Mountain and the Blue Ridge, and in close proximity to the town. Their cavalry had captured a considerable number of our pickets before the alarm was given. The little band which was charged with the protection of the railroad and bridges, found itself instantaneously compelled to choose between an immediate retreat or a contest with the enemy, against overwhelming numbers. Col. Kenly was not the man to avoid a contest, at whatever odds. He immediately drew up his troops in the order he had contemplated in case of an attack of less importance. The disposition of his forces had been wisely made to resist a force equal to his own, and the best, perhaps, that could have been devised in his more pressing emergency. About one o'clock P. M. the alarm was given that the enemy was advancing on the town in force. The infantry companies were drawn up in line of battle about one half of a mile in the rear of the town. Five companies were detailed to support the artillery, which was placed on the crest of a hill commanding a meadow of some extent, over which the enemy must pass to reach the bridge--one company guarding the regimental camp, nearer to the river, on the right of the line. The companies, three in number, left to guard the town, were soon compelled to fall back upon the main force. There were then four companies on the right of the battery near the camp, under Lieut.-Col. Dushane, and five companies on the left under Col. Kenly. The battery, Lieut. Atwell commanding, opened fire upon the enemy advancing from the hills on the right and left, well supported by the infantry, doing much damage. A detachment of the Fifth New-York cavalry was ordered to advance upon the road, which was attempted, but did not succeed. They held this position for an hour, when they were compelled to retreat across the river, which was done in good order, their camp and stores having been first destroyed. On the opposite side their lines were again formed, and the battery, in position, opened its fire upon the enemy while fording the river. They were again ordered to move, left in front, on the Winchester road, and had proceeded about two miles when they were overtaken by the enemy's cavalry, and a fearful fight ensued, which ended in the complete destruction of the command. Col. Kenly, at the head of his column, was wounded in this action. The train and one gun were captured. One gun was brought within five miles of Winchester, and abandoned by Lieut. Atwell only when his horses were broken down. The enemy's force is estimated at eight thousand. The fighting was mostly done by the cavalry on the side of the rebels, with active support from the infantry and artillery. Our own force did not exceed nine hundred men. They held their ground manfully, yielding only to the irresistible power of overwhelming numbers. Prisoners captured since the affair represent that our troops fought with great valor, and that the losses of the enemy were large. A prisoner, captured near Martinsburgh, who was in the Front Royal army, states that twenty-five men were killed in the charge on the Buckton station. Six companies of cavalry charged upon our troops at that place. The killed and wounded numbered forty odd. Among the killed were Capt. Sheets and Capt. Fletcher. The name of the prisoner is John Seyer. It is impossible at this time to give a detailed account of our losses. Reports from the officers of the regiment represent that but eight commissioned officers and one hundred and twenty-five men have reported. Of these officers, five were in the engagement, two absent on detached service, and one on furlough. All the regimental officers were captured. Col. Kenly, who was represented to have been killed, is now understood to be held a prisoner. He is severely wounded. Lieut. Atwell reports that of thirty-eight men attached to his battery, but twelve have reported. The cavalry was more
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