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 brigade. On the morning of July 3d, Scales' brigade was ordered to the right and placed in command of General Trimble, and while here suffered greatly from the artillery fire. The regiment was then ordered forward over a crimson plain. The Federal lines, as the regiment emerged from the woods, were about a mile in front. The troops were compelled to cross a fence, and were by this time losing heavily from grape and canister. The line was somewhat deranged. Captain Thornburg was disabled. About 150 yards from the enemy's line another fence retarded the advance, but the troops rushed on and reached a third fence on the side of the road. There was by this time only a skirmish line. The 38th was then only a few feet in front of the enemy's infantry. The enemy rushed out to meet the advancing line, and a flanking party, concealed in ditches, captured about thirty men, besides killing a large number inside the Federal lines. Some tried to escape, but were shot down. Every man in Company A, except Adjutant H. C. Moore and Lieutenant A. J. Brown were shot down, and these were captured. Adjutant D. M. McIntyre, acting brigade adjutant-general of Scales' brigade, escaped. After the third day's fight the regiment had only about forty men, commanded by a first lieutenant. The two brigades, Lane's and Scales, were reduced to mere squads, and after the retreat, a line was formed again where the first line was formed, and the brigade remained here until the 4th, when the retreat to Hagerstown began, which place was reached on July 7th. On July 11th, line of battle was formed, and the regiment remained here until the night of the 13th, but no fight ensued except skirmishing. After this, the retreat to Falling Water began, Pender's division being rear guard. The Potomac was crossed and Culpeper Court House reached August 1st. The division went into winter quarters at Orange Court House, and the regiment did picket duty on the Rapidan. On the 7th of February, during General Scales' absence, Colonel Hoke commanded the brigade against an advance of the enemy on the brigade picket line at Barnett's Ford on the Rapidan, and it maintained its position until the enemy retired. After the death of Pender at Gettysburg, Wilcox became division commander. On the morning of May 4th, the enemy under General Grant, crossed the Rapidan at Ely's and Germanna Fords. Two corps of Lee's army moved to oppose him, Ewell's by the turnpike and Hill's by the plank road. As soon as the Confederate forces reached the
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