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Doc. 15.-retreat of General Banks.

General Banks's report.

headquarters Army Shenandoah, June, 1862.
Hon. E. M. Stanton, Secretary of War:
information was received on the evening of May twenty-third that the enemy in very large force had descended on the guard at Front Royal, Col. Kenly, First Maryland regiment, commanding, burning the bridges and driving our troops toward Strasburgh with great loss. Owing to what was deemed an extravagant statement of the enemy's strength, these reports were received with some distrust; but a regiment of infantry, with a strong detachment of cavalry and a section of artillery, were immediately sent to reinforce Col. Kenly. Later in the evening, despatches from fugitives who had escaped to Winchester informed us that Col. Kenly's force had been destroyed, with but few exceptions, and the enemy, fifteen or twenty thousand strong, were advancing by rapid marches on Winchester.

Orders were immediately given to halt the reenforcements sent to Front Royal, which had moved by different routes, and detachments of troops under experienced officers were sent in every direction to explore the roads leading from Front Royal to Strasburgh, Middletown, Newtown, and Winchester, and ascertain the force, position, and purpose of this sudden movement of the enemy. It was soon found that his pickets were in possession of every road, and rumors from every quarter represented him in movement, in rear of his pickets, in the direction of our camp.

The extraordinary force of the enemy could no longer be doubted. It was apparent, also, that they had a more extended purpose than the capture of the brave little band at Front Royal.

This purpose could be nothing less than the defeat of my own command, or its possible capture by occupying Winchester, and by this movement intercepting supplies or reinforcements, and cutting off all possibility of retreat.

It was also apparent from the reports of fugitives, prisoners, Union men, and our own reconnoitring parties, that all the three divisions of the enemy's troops known to be in the valley, and embracing at least twenty-five thousand men, were united and close upon us, in some enterprise not yet developed.

The suggestion that, had their object been a surprise, they would have given notice of their approach by an attack on Front Royal, was answered by the fact that on the only remaining point of attack — the Staunton road — our outposts were five miles in advance, and daily reconnoissances made for a distance of twelve miles toward Woodstock.

Under this interpretation of the enemy's plans, our position demanded instant decision and action. Three courses were open to us: first, a retreat across Little North Mountain to the Potomac River on the West; second, an attack upon the enemy's flank on the Front Royal road; third, a rapid movement direct upon Winchester, with a view to anticipate his occupation of the town by seizing it ourselves — thus placing my command in communication with its original base of operations, in the line of reinforcements by Harper's Ferry and Martinsburgh, and securing a safe retreat in case of disaster. To remain at Strasburgh was to be surrounded; to move over the mountains was to abandon our train at the outset, and to subject my command to flank attacks without possibility of succor; and to attack, the enemy being in such overwhelming force, could only result in certain destruction. It was therefore determined to enter the lists with the enemy in a race or a battle, as he should choose, for the possession of Winchester, the key of the valley, and for us the position of safety.

At three o'clock A. M., the twenty-fourth inst., the reenforcements — infantry, artillery, and cavalry — sent to Col. Kenly were recalled; the advance-guard, Col. Donnelly's brigade, were ordered to return to Strasburgh; several hundred disabled men left in our charge by Shields's division were put upon the march, and our wagontrain ordered forward to Winchester, under escort [53] of cavalry and infantry. Gen. Hatch, with nearly our whole force of cavalry and six pieces of artillery, was charged with the protection of the rear of the column and the destruction of army stores for which transportation was not provided, with instructions to remain in front of the town as long as possible, and hold the enemy in check, our expectations of attack being in that direction. All these orders were executed with incredible alacrity, and soon after nine o'clock the column was on the march, Col. Donnelly in front, Col. Gordon in the centre, and Gen. Hatch in the rear.

The column had passed Cedar Creek, about three miles from Strasburgh, with the exception of the rear-guard, still in front of Strasburgh, when information was received from the front that the enemy had attacked the train, and was in full possession of the road at Middletown. This report was confirmed by the return of fugitives, refugees, and wagons, which came tumbling to the rear in fearful confusion.

It being apparent now that our immediate danger was in front, the troops were ordered to the head of the column and the train to the rear; and in view of a possible necessity for our return to Strasburgh, Capt. James W. Abert, Topographical corps — who associated with him the Zouaves d'afrique, Capt. Collis--was ordered to prepare Cedar Creek bridge for the flames, in order to prevent a pursuit in that direction by the enemy. In the execution of this order Capt. Abert and the Zouaves were cut off from the column, which they joined at Williamsport. They had at Strasburgh a very sharp conflict with the enemy, in which his cavalry suffered severely. An interesting report of this affair will be found in the reports of Capt. Abert and Capt. Collis.

The head of the reorganized column, Col. Donnelly commanding, encountered the enemy in force at Middletown, about thirteen miles from Winchester. Three hundred troops had been seen in town, but it soon appeared that larger forces were in the rear. The brigade halted, and the Forty-sixth Pennsylvania, Col. Knipe, was ordered to penetrate the woods on the right and dislodge the enemy's skirmishers. They supported by a section of Cothran's New-York battery. Five companies of the enemy's cavalry were discovered in an open field in the rear of the woods, and our artillery, masked at first by the infantry, opened fire upon them. They stood fire for a while, but at length retreated, pursued by our skirmishers. The Twenty eighth New-York, Lieut.-Col. Brown, was now brought up, and under a heavy fire of infantry and artillery, the enemy were driven back more than two miles from the pike. Col. Donnelly, being informed at that point, by a citizen in great alarm, that four thousand men were in the woods beyond, the men were anxious to continue the fight; but as this would have defeated our object by the loss of valuable time, with the exception of a small guard, they were ordered to resume the march.

This affair occurred under my own observation, and I have great pleasure in vouching for the admirable conduct of the officers and men. We lost one man killed and some wounded.

This episode, with the change of front, occupied nearly an hour, but it saved our column. Had the enemy vigorously attacked our train while at the head of the column, it would have been thrown into such dire confusion as to have made a successful continuation of our march impossible. Pending this contest, Col. Brodhead, of the First Michigan cavalry, was ordered to advance, and, if possible, to cut his way through and occupy Winchester. It was the report of this energetic officer that gave us the first assurance that our course was yet clear, and he was the first of our column to enter the town.

When it was first reported that the enemy had pushed between us and Winchester, Gen. Hatch was ordered to advance with all his available cavalry from Strasburgh, leaving Col. De Forrest to cover the rear and destroy stores not provided with transportation. Major Vought, Fifth New-York cavalry, had been previously ordered to reconnoitre the Front Royal road, to ascertain the position of the enemy, whom he encountered in force near Middletown, and was compelled to fall back, immediately followed by the enemy's cavalry, infantry and artillery. In this affair five of our men were killed and several wounded. The enemy's loss is not known.

After repeated attempts to force a passage through the lines of the enemy, now advanced to the pike, Gen. Hatch, satisfied that this result could not be accomplished without great loss, and supposing our army to have proceeded but a short distance, turned to the left and moved upon a parallel road, made several ineffectual attempts to effect a junction with the main column. At Newtown, however, he found Col. Gordon holding the enemy in check, and joined his brigade. Major Collins, with three companies of cavalry, mistaking the point where the main body of the cavalry left the road, dashed upon the enemy until stopped by the barricade of wagons and the tempestuous fire of infantry and artillery. His loss must have been very severe.

Six companies of the Fifth New-York, Col. were De Forrest, and six companies of the First Vermont cavalry, Col. Tompkins, after repeated and desperate efforts to form a junction with the main body — the road now being filled with infantry, artillery and cavalry — fell back to Strasburgh, where they found the Zouaves d'afrique. The Fifth New-York, failing to effect a junction at Winchester, and also at Martinsburgh, came in at Clear Spring, with a train of thirty-two wagons and many stragglers. The First Vermont, Col. Tompkins, joined us at Winchester with six pieces of artillery, and participated in the fight of the next morning. Nothing could surpass the celerity and spirit with which the various companies of cavalry executed their movements, or their intrepid charges upon the enemy.

Gen. Hatch deserves great credit for the manner in which he discharged his duties as chief of cavalry in this part of our march, as well as at [54] the fight at Winchester, and in covering the rear of our column to the river; but especially for the spirit infused into his troops during the brief period of his command, which, by confession of friend and foe, had been been equal, if not superior, to the best of the enemy's long-trained mounted troops.

From this point the protection of the rear of the column devolved upon the forces under Col. Gordon.

The guard having been separated from the column, and the rear of the train having been attacked by an increased force near the bridge between Newtown and Kernstown, Col. Gordon was directed to send back the Second Massachusetts, Lieut.-Colonel Andrews commanding, the Twenty-seventh Indiana, Col. Colgrove, and the Twenty-eighth New-York, Lieut.-Col. Brown, to rescue the rear of the train and hold the enemy in check. They found him at Newtown with a strong force of infantry, artillery and cavalry.

The Second Massachusetts was deployed in the field, supported by the Twenty-eighth New-York and the Twenty-seventh Indiana, and ordered to drive the enemy from the town; and the battery was at the same time so placed as to silence the guns of the enemy.

Both these objects were quickly accomplished. They found it impossible to reach Middletown, so as to enable the cavalry under Gen. Hatch to join the column, or to cover entirely the rear of the train. Large bodies of the enemy's cavalry passed upon our right and left, and the increased vigor of his movements demonstrated the rapid advance of the main body. A cavalry charge made upon our troops was received in squares on the right and on the road, and in the line of the left, which repelled his assault and gained time to reform the train, to cover its rear and to burn the disabled wagons. This affair occupied several hours — the regiments having been moved to the rear about six o'clock, and not reaching the town until after twelve.

A full report by Col. Gordon, who commanded in person, is inclosed herewith. The principal loss of the Second Massachusetts occurred in this action.

The strength and purpose of the enemy were to us unknown when we reached Winchester, except upon surmise and vague rumors from Front Royal. These rumors were strengthened by the vigor with which the enemy had pressed our main column, and defeated at every point the efforts of detachments to effect a junction with the main column.

At Winchester, however, all suspicion was relieved on that subject. All classes — secessionists, Unionists, refugees, fugitives and prisoners — argued that the enemy's force at or near Winchester was overwhelming, ranging from twenty-five thousand to thirty thousand. Rebel officers, who came into our camp with entire unconcern, supposing that their own troops occupied the town as a matter of course, and were captured, confirmed these statements, and added that an attack would be made upon us at daybreak. I determined to test the substance and strength of the enemy by actual collision, and measures were promptly taken to prepare our troops to meet them. They had taken up their positions on entering the town after dark, without expectations of a battle, and were at disadvantage as compared with the enemy.

The rattling of musketry was heard during the latter part of the night, and before the break of day a sharp engagement occurred at the outposts. Soon after four o'clock the artillery opened its fire, which was continued without cessation till the close of the engagement.

The right of our line was occupied by the Third brigade, Col. Geo. H. Gordon commanding. The regiments were strongly posted, and near the centre covered by stone walls from the fire of the enemy.

Their infantry opened on the right, and soon both lines were under heavy fire.

The left was occupied by the Third brigade, Col. Dudley Donnelly commanding.

The line was weak, compared with that of the enemy, but the troops were posted, and patiently awaited, as they nobly improved, their coming opportunity. The earliest movements of the enemy were on our left, two regiments being seen to move as with the purpose of occupying a position in flank or rear. Gen. Hatch sent a detachment of cavalry to intercept this movement, when it was apparently abandoned. The enemy suffered very serious loss from the fire of our infantry on the left. One regiment is represented by persons present during the action, and after the field was evacuated, as nearly destroyed.

The main body of the enemy was hidden during the early part of the action by the crest of the hill and the woods in the rear.

Their force was massed apparently upon our right, and their manoeuvres indicated a purpose to turn us upon the Berryville road, where, it appeared subsequently, they had placed a considerable force, with a view of preventing reenforcements from Harper's Ferry. But the steady fire of our lines held them in check until a small portion of the troops on the right of our line made a movement to the rear. It is but just to add, that this was done under the erroneous impression that an order to withdraw had been given. No sooner was this observed by the enemy, than its regiments swarmed upon the crest of the hill, advancing from the woods upon our right, which, still continuing its fire steadily, advanced toward the town.

The overwhelming force of the enemy now suddenly showing itself, making further resistance unwise, orders were sent to the left by Capt. De Hauteville to withdraw, which was done reluctantly but in order, the enemy having greatly suffered in that wing. A portion of the troops passed through the town in some confusion; but the column was soon reformed and continued its march in order.

This engagement held the enemy in check for five hours.

The forces engaged were greatly unequal. Indisposed [55] to accept the early rumors concerning the enemy's strength, I reported to the Department that it was about fifteen thousand. It is now conclusively shown that not less than twenty-five thousand men were in position, and could have been brought into action. On the right and left their great superiority of numbers was plainly felt and seen, and the signal officers, from elevated positions, were enabled to count the regimental standards, indicating a strength equal to that I have stated.

My own command consisted of two brigades of less than four thousand men, all told, with nine hundred cavalry, ten Parrott guns, and one battery of six-pounders, smooth-bore cannon. To this should be added the Tenth Maine regiment of infantry, and five companies of Maryland cavalry, stationed at Winchester, which were engaged in the action. The loss of the enemy was treble that of ours in killed and wounded. In prisoners ours greatly exceeds theirs.

Officers, whose words I cannot doubt, have stated, as the result of their own observations, that our men were fired upon from private dwellings in passing through Winchester; but I am credibly informed, and gladly believe, that the atrocities said to have been perpetrated upon our wounded soldiers by the rebels, are greatly exaggerated or entirely untrue.

Our march was turned in the direction of Martinsburgh, hoping there to meet with reenforcements — the troops moving in three parallel columns, each protected by an efficient rear-guard. Pursuit by the enemy was prompt and vigorous, but our movements were rapid and without loss.

A few miles from Winchester, the sound of the steam-whistle, heard in the direction of Martinsburgh, strengthened the hope of reinforcements, and stirred the blood of the men like a trumpet. Soon after, two squadrons of cavalry came dashing down the road, with wild hurrahs. They were thought to be the advance of the anticipated support, and received with deafening cheers. Every man felt like turning back upon the enemy. It proved to be the First Maryland cavalry, Lieut.-Col. Wetschky, sent out in the morning as a train-guard. Hearing the guns, they had returned to participate in the fight. Advantage was taken of this stirring incident to reorganize our column, and the march was continued with renewed spirit and ardor. At Martinsburgh, the column halted two and a half hours, the rear-guard remaining until seven in the evening in rear of the town — and arrived at the river at sun-down, forty-eight hours after the first news of the attack on Front Royal. It was a march of fifty-three miles, thirty-five of which were performed in one day. The scene of the river, when the rear-guard arrived, was of the most animating and exciting description. A thousand camp-fires were burning on the hillside, a thousand carriages of every description were crowded upon the banks, and the broad river between the exhausted troops and their coveted rest.

The ford was too deep for the teams to cross in regular succession. Only the strongest horses, after a few experiments, were allowed to essay the passage of the river before morning.

The single ferry was occupied by the ammunition trains, the ford by the wagons.

The cavalry was secure in its form of crossing. The troops only had no transportation. Fortunately, the train we had so sedulously guarded served us in turn. Several boats belonging to the pontoon-train, which we had brought from Strasburgh, were launched and devoted exclusively to their service. It is seldom that a river-crossing of such magnitude is achieved with greater success. There never were more grateful hearts in the same number of men, than when, at mid-day on the twenty-sixth, we stood on the opposite shore.

My command had not suffered an attack and rout, but accomplished a premeditated march of near sixty miles, in the face of the enemy, defeating his plans and giving him battle wherever he was found.

Our loss is stated in detail, with the names of the killed, wounded and missing, in the full report of Brig.-Gen. A. S. Williams, commanding division, to which reference is made.

The whole number of killed is thirty-eight; wounded, one hundred and fifty-five; missing, seven hundred and eleven. Total loss, nine hundred and five.

It is undoubtedly true that many of the missing will yet return, and the entire loss may be assumed as not exceeding seven hundred. It is also probable that the number of killed and wounded may be larger than that above stated, but the aggregate loss will not be changed thereby.

All our guns were saved.

Our wagon-train consisted of nearly five hundred wagons. Of this number fifty-five were lost. They were not, with but few exceptions, abandoned to the enemy; but were burned upon the road. Nearly all of our supplies were thus saved. The stores at Front Royal, of which I had no knowledge until my visit to that post on the twenty-first instant, and those at Winchester, of which a considerable portion was destroyed by our troops, are not embraced in this statement.

The number of sick men in the hospital at Strasburgh, belonging to Gen. Williams's division, was one hundred and eighty-nine, one hundred and twenty-five of whom were left in hospital at Winchester, under charge of Surgeon Lincoln R. Stone, Second Massachusetts; sixty-four were left in hospital at Strasburgh, including attendants, under charge of Surgeon Gillispie, Seventh Indiana, and Assistant-Surgeon Porter, United States army.

Eight of the surgeons of this division voluntarily surrendered themselves to the enemy in the hospitals and on the field for the care of the sick and wounded placed under their charge. They include, in addition to those above named, Brigade-Surgeon Peale, at Winchester; Surgeon [56] Mitchell, First Maryland, at Front Royal; Surgeon Adolphus, Best's battery, United States army; Surgeon Johnson, Sixteenth Indiana, and Surgeon Francis Leland, Second Massachusetts, on the field.

It is seldom that men are called upon to make a greater sacrifice of comfort, health and liberty for the benefit of those entrusted to their charge. Services and sacrifices like these ought to entitle them to some more important recognition of their devotion to public duty than the mere historical record of the fact. The report of the Medical Director, Surgeon W. S. King, exhibits the disposition of nearly one thousand sick and disabled men left at Strasburgh, of Shields' division, upon its removal to the Rappahannock Valley.

My warmest thanks are due to the officers and men of my command, for their unflinching courage and unyielding spirit exhibited on the march and its attendant combats, especially to Brig.-Gen. A. S. Williams, commanding the division; Gen. George S. Greene and Gen. L. W. Crawford, who had reported for duty, but were yet unassigned to separate commands. They accompanied the column throughout the march, and rendered me most valuable assistance.

My thanks are also due to the gentlemen of my staff--Major D. D. Perkins, Chief of Staff; Capt. James W. Abert, of the Topographical Engineers; Capt. William Sheff<*>er, Capt. Frederick Munthur, and Capt. Frederick De Hautenville, for their arduous labors.

It gives me pleasure, also, to commend the conduct of Col. Donnelly and Col. Gordon, commanding the two brigades. I would also respectfully ask the attention of the Department to the reports of the several officers commanding detachments separate from the main column, and to the officers named in the report of Gen. Williams, as worthy of commendation for meritorious conduct.

Brig.-General A. S. Williams, commanding the First division of the army of the Shenandoah, received and promptly saw executed all the orders emanating from me, and by his military experience and knowledge of the proper disposition and movements of troops upon the battle-field, as well as by his admirable coolness and energy, rendered invaluable service during the retreat.

All the arrangements for the sick and wounded were made by Dr. Thomas Antisell, Medical Director of the First division, then acting as Department Director, discharging his duties with marked ability.

The Signal Corps, Lieut. W. W. Rowley commanding, rendered most valuable service on the field and in the march. There should be some provision for the prompt promotion of officers and men so brave and useful as those composing this corps. The safety of the train and supplies is in a great degree due to the discretion, experience and unfailing energy of Capt. S. B. Holabird and Capt. E. G. Beckwith, United States army.

I have the honor to be, with great respect, your obedient servant,

N. P. Banks, Major-General Commanding.

Report of Brig.-General Gordon.

headquarters Third brigade, camp near Williamsport, Md.
Capt. Wm. D. Wilkins, Asst. Adjt.-Gen., Gen. Williams's Division, Fifth Army Corps:
Captain: Agreeably to instructions received from headquarters of the division, I have the honor to report the movements of my brigade in an engagement with the enemy on the twenty-fifth instant, in front of and less than a third of a mile from the town of Winchester, Va. At dawn in the morning, I received information through the officer commanding the pickets, that the enemy in large numbers were driving them in, and approaching the town.

I immediately formed my brigade in line of battle, the right resting upon the commanding ridge, the left extending into the valley. The ridge surrounds the town which it holds as in a basin. It is less than one third of a mile distant, and presents many key-points for positions. I placed my artillery battery, M, of First New-York, composed of six six-pound Parrott guns, under Lieut. Peabody, upon the ridge, and thus awaited further developments. About five A. M., skirmishers from the Second Massachusetts on the right and crest of the hill became sharply engaged. At about the same time I directed the battery to open upon the columns of the enemy, evidently moving into position just to the right and front of my centre. This was done with admirable effect, the columns disappearing over the crest. For more than an hour a fire of shell and canister from several rebel batteries was directed upon my position.

My brigade, being somewhat protected by a ravine, suffered but little loss. The fire of our skirmishers, and the spirited replies of the battery, with heavy musketry and artillery firing on our left in Donnelly's brigade, were the only marked features of the contest until after six A. M. At about half--past 6, perhaps nearer seven A. M., large bodies of infantry could be seen making their way in line of battle towards my right. They moved under cover of the dense woods, thus concealing somewhat their numbers. I directed the Twenty-ninth Pennsylvania regiment, Col. Murphy, and the Twenty-seventh Indiana regiment, Col. Colgrove, to change position from the left to the right of my line, holding the Second Massachusetts regiment, Lieut.-Col. Andrews, first on the right in the centre, the Third Wisconsin regiment, Col. Ruger, forming the left. This movement I had hardly completed, despite a new battery which opened upon my line, when three large battalions of infantry, moving in order of battle, came out from their cover and approached my brigade. They were received with a destructive fire of musketry, poured in from all parts of my brigade that could reach them.

Confident in their numbers, and relying upon large sustaining bodies, suspicions of which behind the covering timber in our front were surely confirmed, the enemy's lines moved on, but little shaken by our fire. At the same time, in our front, a long line of infantry showed themselves [57] rising the crest of the hills just beyond our position. My little brigade, numbering in all just two thousand one hundred and two, in another moment would have been overwhelmed. On its right, left and centre, immensely superior columns were pressing — not another man was available, not a support to be found in the remnant of his army corps left Gen. Banks. To withdraw was now possible, in another moment it would have been too late. At this moment I should have assumed the responsibility of requesting permission to withdraw, but the right fell back under great pressure, which compelled the line to yield.

I fell back slowly, but generally in good order. The Second Massachusetts in column of companies moving by flank, the Third Wisconsin in line of battle moving to the rear. On every side above the surrounding crest surged the rebel forces. A sharp and withering fire of musketry was opened by the enemy from the crest upon our centre, left and right. The yells of a victorious and merciless foe were above the din of battle, but my command was not dismayed. The Second Massachusetts halted in a street of the town to reform its line, then pushed on with the column, which, with its long train of baggage-wagons, division, brigade, and regimental, was making its way in good order towards Martinsburgh.

My retreating column suffered serious loss in the streets of Winchester: males and females vied with each other in increasing the number of their victims by firing from the houses, throwing hand-grenades, hot water, and missiles of every description. The hellish spirit of murder was carried on by the enemy's cavalry, who followed to butcher, and who struck down with sabre and pistol the helpless soldier sinking from fatigue, unheeding his cries for mercy, indifferent to his claims as a prisoner of war.

This record of infamy is preserved for the females of Winchester. But this is not all: our wounded in hospital, necessarily left to the mercies of our enemies, I am credibly informed were bayoneted by the rebel infantry. In the same town, in the same apartments, where we, when victors on the fields of Winchester, so tenderly nursed the rebel wounded, were even so more than barbarously rewarded.

The rebel cavalry, it would appear, give no quarter. It cannot be doubted that they butchered our stragglers, that they fight under a black flag, that they cried as they slew the wearied and jaded: “Give no quarter to the d — d Yankees.”

The actual number of my brigade engaged was as follows:

 Officers.Enlisted Men.
Second Massachusetts Reg't, Lieut.-Col. Andrews,27580
Third Wisconsin Reg't, Col. Ruger,24550
Twenty-seventh Indiana Reg't, Col. Colgrove,20431
Twenty-ninth Pennsylvania Reg't, Col. Murphy,17452
Grand total,2102

In estimating the force of the enemy, I turn for a moment to the movement of the first division from Strasburgh to Winchester on the preceding day, the twenty-fourth, and my engagement with the enemy on the march, assured me of their presence in great force upon our right flank. The capture and destruction of Col. Kenly's command, first brigade, on the twenty-third, at Front Royal, while guarding our railroad communication with Washington, and the facts set forth in my report of my engagement on the twenty-fourth, tended to a conviction of the presence of a large force under Gen. Ewell in the valley of the Shenandoah. The union of Jackson with Johnson, composing an army larger by many thousands than the two small brigades, with some cavalry and sixteen pieces of artillery, which comprised the entire army corps of Gen. Banks, furnishes evidence justifying a belief of the intention of the enemy to cut us off, first from reinforcements, second to capture us and our material beyond peradventure.

From the testimony of our signal officers, and from a fair estimate of the number in rebel lines drawn up on the heights, from fugitives and deserters, the number of regiments in the rebel army opposite Winchester was twenty-eight, being Ewell's division, Jackson's and Johnson's forces, the whole being commanded by Gen. Jackson.

These regiments were full, and could not have numbered much less than twenty-two thousand men, the corresponding proportion of artillery, among which were included two of the English Blakeley guns. Less than four thousand men in two brigades, with sixteen pieces of artillery, kept this large and unequal force in check for about three hours, then retreating in generally good order, preserved its entire train, and accomplished a march of thirty-six miles.

Where all the regiments in my brigade behaved so well, it is not intended to reflect in the least upon others in mentioning the steadiness and discipline which marked the actions of the Second Massachusetts, Lieut.-Colonel Andrews, Third Wisconsin, Col. Ruger. The enemy will long remember the destructive fire which three or four companies of the Third Wisconsin, and a like number of the Second Massachusetts, poured into them as these sturdy regiments moved slowly in line of battle from the field.

I herewith enclose a list of the killed, wounded, and missing of the several regiments of my brigade, hoping that the numbers will hereafter be reduced by arrivals of those marked missing. How many were captured it is impossible now to determine.

Col. Murphy, Twenty-ninth Pennsylvania, is known to be a prisoner. Major Dwight, of the Second Massachusetts, while gallantly bringing up the rear of the regiment, was missed somewhere near or in the outskirts of the town. It is hoped that this promising and brave officer, so cool upon the field, so efficient everywhere, so much beloved in his regiment, and whose gallant [58] services on the night of the twenty-fourth instant will never be forgotten by them, may have met with not worse fate than to be held as a prisoner of war.

To my personal staff, Lieut. C. P. Horton, Second Massachusetts regiment, my Assistant Adjutant-General, to Lieut. H. B. Scott of the same regiment, my Aid-de-Camp, I am indebted for promptness in transmission of orders, for efficiency, and gallant services in action.

I desire to express my thanks to Colonels Murphy, Ruger, Colgrove, and Andrews, to the officers and men generally of my command, especially to officers and men of battery M, whose skill and courage tended so much by their destructive fire to disconcert the enemy, and hold him in check.

In fine, in the two days of the twenty-fourth and twenty-fifth of May, the larger portion of my brigade marched sixty-one miles, the Second Massachusetts skirmishing on the twenty-fourth, for more than six hours, with rebel cavalry and artillery, the whole command on the twenty-fifth fighting a battle.

I herewith enclose such reports of colonels of regiments as have been forwarded.

headquarters Third brigade, camp near Williamsport, Md.
Gen. A. S. Williams, Commanding First Division Fifth Army Corps:
General: I take the first moment of leisure from arduous military duties, to report in brief the events of an engagement of forces under my command with the enemy, on the march of the Fifth Army Corps, under Gen. Banks, from Strasburgh to Winchester on the twenty-fourth of May.

Disastrous news from fugitives of the First Maryland regiment received the night of the twenty-third instant, made it apparent that a very large force of the enemy threatened us at Strasburgh. The precautionary order to pack and send to the rear any brigade and regimental trains was complied with. They started for Winchester that night, and were thus saved.

The morning of the twenty-fourth brought little cheer; the worst reports were confirmed. Frequent reconnoissances during the night and morning of the twenty-fourth developed that a very large force of the enemy threatened to surround us at Strasburgh. At ten A. M. my brigade was ordered, in conjunction with the First brigade of your division, to move toward Newtown, en route for Winchester, to check an approach of the enemy from that direction. No enemy being found at Middletown, or within four miles of there in the direction of Front Royal, our march was continued. Our column moved on toward Strasburgh in good order, preceded by an immense train of wagons, and followed by many that could not be prepared for moving the night before. At two P. M. report from the rear reached us that the train had been attacked by the enemy; that we were entirely cut off from our rear-guard; that many wagons had been captured, and that the enemy were pursuing us. The sound of his guns we could distinctly hear.

With the view of uniting the train if possible, and with the sanction of Gen. Banks, I proceeded with two regiments of my brigade and two sections of artillery to attack the enemy, and do what I might for the rescue of our rear-guard and baggage. My force was increased by a third regiment ordered by Gen. Banks to report to Gen. Hatch, commanding rear-guard, if practicable. This regiment, the Twenty-eighth New-York, Lieut.-Col. Brown, fell also under my command. Upon arriving near Newtown, I found some confusion in the train, and saw perhaps six or seven wagons that had been overset and abandoned. The Twenty-seventh Indiana of my brigade, previously ordered with section of artillery to this point, I found drawn up in line of battle.

The rebel force and battery were said to be at the town, distant about half a mile beyond. I made dispositions to attack them with artillery and infantry, holding one regiment in reserve for further use. The Massachusetts Second, under Lieut.-Col. Andrews, with skirmishers thrown to the front, covered the approaches to the town, supported by its own reserve and the Twenty-eighth New-York. The rebel force was at once driven from the town. A heavy fire of artillery was opened upon my command from a rebel battery, to which we replied with spirit, driving the enemy from his position. After an hour or more of skirmishing, with continual firing of artillery on both sides I had driven the enemy from New-town, which I held.

At this time I was joined by Gen. Hatch, who had, by a circuitous pathway, been able to join the first half of the column. He at once confirmed my fears that the enemy in strong force had taken a portion of the rear part of our train with such stores as might have been left at Cedar Creek, and such forces as had not haply escaped. I became convinced of the impossibility of making headway against the force in my front, and I much feared being surrounded, as large bodies of cavalry were seen in the distance toward Winchester, my then rear.

It was now about eight o'clock. Gen. Hatch was safe, the enemy driven from Newtown, all our train in advance of the centre protected from further assault, I determined to withdraw, and as I could not transport, to burn the seven or eight abandoned wagons. This was accordingly done.

The difficult task of keeping the enemy at bay was confided to the Second Massachusetts, Lieut.-Col. Andrews. To aid him, I ordered cavalry and one section of artillery to the rear. The column thus proceeded to join the main body at Winchester. Fearful of an attempt on the part of the enemy to seize the road where it enters Winchester, (and which they did not an hour after the Second Massachusetts passed,) I made rapid progress, reaching the environs of Winchester at about twelve o'clock at night. Frequent reports from Lieut.-Col. Andrews advised me of the good progress of the rear, also that they were somewhat annoyed with skirmishing [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 [60] the enemy advanced, and again opened his fire of skirmishers, which was promptly replied to by the rear-guard--the darkness of the night concealing the enemy deployed, while the column, forming a dark mass upon the road, was a fair mark.

I ordered the march to be resumed, which was done in perfect order. The enemy did not pursue. At two o'clock A. M., on the twenty-fifth, the regiment reached Winchester, after a march of twenty-five miles, having sustained firmly and successfully the reiterated attacks of the enemy, made under cover of the darkness of the night.

The conduct of officers and men was most admirable. Major Dwight who was in immediate command of the rear-guard, displayed much courage and skill. Our loss in the affair was three killed and seventeen wounded. I have also to regret the loss of Dr. Leland, who was taken prisoner while attending to our wounded men in a house near Kernstown. The loss of the enemy I have no means of estimating. The regiment bivouacked for the night without fires, with little food, and much exhausted.

The company of Capt. Cogswell was ordered on outpost duty immediately, but rejoined the regiment in the morning, when the outposts were driven in, having fallen back slowly in good order, before the greatly superior force of the advancing enemy.

Very respectfully, your obt. servt.,

Geo. L. Andrews, Lieut.-Col. Second Regiment Massachusetts Vols. Commanding.

headquarters Second regiment Massachusetts Vols., camp at Williamsport, Md., May 26, 1862.
Colonel George 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-fifth inst. After less than two hours rest, following the fatigues of the preceding day, the regiment was again called upon to take part in the action of the twenty-fifth. The outposts were seen to be driven in at an early hour, and the regiment was ordered to take a position on the heights southwest of the town, forming the extreme right of the line, the Third Wisconsin being the next regiment on the left.

While the regiment was marching to its position, a fire of grape was opened upon it from the enemy's battery opposite; nevertheless, it steadily moved on and took its position. The right company, Capt. Savage, was deployed as skirmishers on the right of the regiment. It was soon, however, sent forward to a stone wall a few rods in advance, from which its fire seriously annoyed the enemy's battery.

A movement being observed on the part of the enemy to drive them away, Capt. Carey's company was sent forward in support. Several volleys were also fired by the two right companies, directed at the battery with evident effect. It was observed that one of the enemy's guns was abandoned by the cannoniers. The action had continued about an hour and a half, when the enemy appeared emerging from behind a wood, which had entirely concealed his movements, and advancing in line of battle directly upon our right flank.

This was promptly reported, and the Twenty-ninth Pennsylvania and Twenty-seventh Indiana regiments were ordered up, and formed on the right of the Second Massachusetts regiment. They opened a fire upon the enemy, but failing to check his rapid advance, which was favored by the ground, they fell back. This exposed the right flank of this regiment to the attack of the enemy's line, and I was obliged to withdraw it, the regiment marching down the hill in good order under a heavy fire from the enemy.

Upon entering one of the cross-streets of the town, I halted the regiment, which formed in line with perfect steadiness and regularity, with a view of making a stand to check the advance of the enemy. Finding, however, that our forces were in full retreat, and the regiment becoming exposed to a fire down the street from a large body of the enemy, the retreat was resumed, and we rapidly withdrew from the town, the men preserving their good order admirably. This regiment was the last to leave the town.

The retreat was continued without a halt to Martinsburgh, a distance of twenty-two miles; was resumed after a short rest, and continued to the Potomac, a distance of twelve miles, making in all a march of thirty-four miles, almost without food or rest, from twelve o'clock M. on the twenty-fourth, to eight o'clock in the evening on the twenty-fifth.

The loss of the regiment on the twenty-fifth was seven killed and twenty-eight wounded, including two commissioned officers, and one hundred and thirty-one missing, besides two commissioned officers. Of the missing many are daily coming in, having been compelled to halt from exhaustion, and afterwards found their way in by different routes. The two commissioned officers wounded, both slightly, were Capt. Mudge and Second-Lieut. Crowninshield. Major Dwight and Assistant-Surgeon Stone are missing.

Very respectfully, your obt. serv't,

Geo. L. Andrews, Lieut-Colonel Second Massachusetts Regiment Commanding.

A National account.

After the inglorious idleness to which we seemed destined by the withdrawal of so large a portion of this division to join other and more important corps d'armee, a rapid succession of events has transpired, to chronicle which is an unwelcome and melancholy task, not, however, destitute of compensation in many signal instances of bravery and patriotic devotion.

The first scene in this succession of unwelcome events was the slaughter and destruction of the noble boys and brave officers of the Maryland First. They had been sent from Strasburgh to Front Royal, a small village twelve miles distant, just beyond the Massanutten range, which commences its course just at this point, and upon [61] the eastern bank of the Shenandoah, over which is the large bridge of the Manassas Gap Railroad, which has now again, for the third time, been destroyed by the rebels.

Yesterday they were known to be in danger, and so much had our apprehension for them increased before night that the commanding officers were ordered to remain at their posts to await instructions, and at midnight word came to the different brigades that the “news from Front Royal was very unfavorable,” with orders to prepare to march immediately.

Col. Kenly, the lamented officer of the Maryland First, received notice of the approach of the enemy only by the surprise and capture of some of his pickets. No intimation of their coming had been received, and it was, therefore, impossible to have supported him in season to have prevented the sad havoc which succeeded.

But he defended himself through the entire day with an ability and energy which speak loud praises for him to the hearts of all his loyal countrymen. With scarcely a thousand men in his command, he was compelled to sustain himself against the three full brigades of Gen. Ewell, who had abandoned his camp, fifty miles above in the valley, for the purpose of making this descent upon a regiment of loyal Marylanders.

The peculiar malignity which Southerners bear toward those whom they fancy should be of Southern sympathies in the Border States was, I think, the peculiar cause of the unscrupulous disregard of the ordinary humanities of war which was exhibited during the attack of Friday.

A Southerner fighting against the independence of the South seems to excite all the worst passions of a human being in them. I can scarcely credit the statements made to me by trustworthy men, and confirmed by many others of those who experienced and witnessed them, in regard to the abandonment of all mercy and pity for a vanquished foe.

During the whole forenoon, and until three o'clock P. M., the fighting was a slow intermittent struggle between the enemy, who were moving on gradually and cautiously, and Col. Kenly's command, which he endeavored to manage as carefully as possible, saving them from injury, and retreating the advance until reinforcements should come up to his assistance. Thus a continual fight, more of the nature of a skirmish than a battle, was kept up continuously during the forenoon and until the middle of the afternoon.

Three o'clock, and a detachment of cavalry, one hundred men, companies B and D, of the Ira Harris Guard, commanded by Major Vought, arrived from Strasburgh and reported immediately to Col. Kenly, who ordered him at once to charge the enemy. The cavalry obeyed the order, charging upon them with great force, though greatly inferior in numbers.

But the power of the enemy's superior force soon sent them backwards, and compelled them to retreat from the charge, severely repulsed. The superiority of their numbers could not be withstood by the excellent bravery which was shown by the Ira Harris Guard.

Two o'clock, Wm. H. Mapes, commanding pioneer corps, arrived and reported to Col. Kenly, who gave orders immediately where they should be stationed, and they continued with the remainder of the little force, doing noble service, and holding in check successfully not less than six times their number.

Seeing the danger of their position, the commander of the brigade gave the order to retreat, which they did in excellent order across the bridge of the south branch of the Shenandoah.

Mapes was then ordered to burn the bridge, which was accordingly fired by placing upon it piles of fence-rails, but was not destroyed, for the rebels came on so closely and hotly that they were driven away, and did not succeed in the attempt.

They soon arrived at and crossed the bridge on the north branch of the Shenandoah, which they succeeded in firing and destroying, but not, however, in detaining the rebels, who, cavalry and infantry, plunged in and forded it, and were soon upon the other side.

Soon was received the unwelcome news that the enemy had surrounded them, flanking them with their superior numbers both by right and left.

Our men, undaunted, dashed upon them with such vigor as to effect their escape, and cut their way out from the coils the rebels had thrown around them, not, however, without being again surrounded and so effectually beset on every side, behind and before, with the most insurmountable superiority both in the numbers and freshness of the rebel troops, that they were completely destroyed or captured, together with their noble Colonel and other field-officers.

The severity of the fighting beggars all attempts at description. Not a private soldier, not an officer in the whole regiment, but fought with a desperation and determination not to surrender to rebels and foes of their country, which has placed them already upon the most heroic and brilliant pages of all history. The slaughter, which was commenced and continued until they were completely powerless, was terrific.

The loyal Marylanders encountered them hand to hand, fighting when a crowd of rebels were upon a single opponent, and instances of individual bravery have been mentioned to me which seem almost fabulous.

No man upon the field of battle ever managed his soldiers with more coolness, judgment, and bravery than did Col. Kenly. His cry to his men was not “go,” but “come with me,” and they did so, every man of them.

When ordered to surrender, he shot the one who demanded it, and when overpowered and summoned to give up his sword, he broke the blade in halves, was shot, wounded, placed in an ambulance, and afterwards — I tell it not on the testimony of one but of many — while being carried away was killed by a pistol-shot fired at him as he lay wounded in the vehicle. [62]

I have had some personal acquaintance with the lamented Colonel, and have admired those qualities which made him so excellent and honorable a soldier. He was apparently a man of mild disposition, thoughtful, kind, considerate, and actuated by nothing so much as by a faithful sense of duty.

He was a Baltimorean, and a lawyer of fine ability, and esteemed by a large number of friends. His loss is deeply felt in the division, and his worth acknowledged by all.

The forces engaged upon our side comprised eight companies of the Maryland First, two companies of the Twenty-ninth Pennsylvania, two companies Ira Harris Guard, two pieces artillery of Capt. Knipes's battery, and Capt. Mapes's pioneer corps of fifty-six men.

One gun, which was carried off the field and brought to within a few miles of Winchester, was abandoned, necessarily, and captured by the enemy before the following morning.

One o'clock Saturday morning I was awaked to make preparations for immediate retreat-informed, too, of the principal facts in the account given above. The remnant saved from the battle at Front Royal had retreated upon the road which connects that place with Front Royal, and the enemy were known to be in close pursuit.

Their movement, too, seemed evidently intended to cut off our connection with Winchester, and we saw very naturally before us the prospect of an enemy (Ewell) in our front, while Jackson, whom we had known to be behind us near Harrisonburgh, seemed more than probably intending to push upon us in our rear, placing us between two fires, each doubtless larger than the little command which remained to Gen. Banks after the withdrawal of so large a portion of it to reenforce other less exposed divisions of the army.

We soon learned that the forces of Ewell were on the road upon which we were retreating, and in front of us. But we moved on, and had proceeded three miles beyond Strasburgh,had crossed Cedar Creek bridge, and ascended the hill beyond. A consternation seemed to have been created ahead of us, indicated by the return of sutlers, teamsters, and servants, frightened themselves and giving warning to others to look out for the shells which would immediately be bursting over our heads. There was for a few moments a rush of men, mounted and dismounted, back upon the road and through the fields, as if they had already seen large numbers of the enemy.

Shouts were raised, and everything seemed to indicate an immediate battle. The soldiers received the intelligence with a shout and with animated faces. Orders to halt, right face, were immediately shouted from the head of the column, and repeated all the way down to the other end. In a moment all were ordered to take off their knapsacks, which were immediately stacked up by the roadside, and guards were appointed over them. All were ordered forward at once, and the men, though ordered to march, moved almost at the speed of double-quick.

Presently Gen. Williams, who had not yet left Strasburgh, came riding rapidly with his staff to the head of the column, and the soldiers raised a hearty cheer as he passed, which continued up the column as he advanced to the front. Gen. Banks soon followed, and was greeted with similar manifestations of pleasure and confidence in their commander. We followed closely, and the road was filled with wagons, some broken down, others with the mules cut suddenly away, and all deserted by their drivers, who had taken flight on the appearance of a few of the enemy's cavalry, and fled in a miniature Bull Run stampede.

The infantry were kept somewhat in the rear, until the General and his body-guard had advanced to ascertain the position of the enemy, and the space between was filled with the baggage-wagons, which were soon being repossessed by their timorous possessors under the inspiring influence of the wagon-master's whip, who, enraged at their cowardly rout, was driving them back with most unmerciful lashes to their deserted charges. Men were now seen flocking back, and the baggage-train was again supplied with teamsters.

On again we moved, into and through Middletown, and when we reached Newtown, eight miles from Winchester, numbers of the enemy's cavalry were seen, and we dashed into the village and out into a small grove at the farthest end of the town, in which several of the enemy were seen as soon as we arrived in sight. Forty of our soldiers had been captured in the town only a few hours before our arrival, with a small quantity of baggage. Most of the captured were sick. One of them, who was killed — David Dickerson was his name, I think — was of company B, Sixty-sixth Ohio regiment. I saw a lady who was with him immediately after he was shot. He asked for a paper, wrote upon it his name and regiment, and wished that his family should be informed of his death. Two hundred of the rebel cavalry had been in the town in the morning, and a man who had come in from the Front Royal road stated that a large force of infantry were but a few miles away. We passed through, however, without meeting them and on to Winchester and encamped.

Our early and rapid march prevented the accomplishment of their contemplated plan to crush us between the upper and nether millstone, and the disaster they would have accomplished was postponed until the following day, (Sunday.) This in the front.

The other end of our column encountered the force which was to have been sent to attack our rear. First the Zouaves d'afrique, body-guard of Gen. Banks, had been stationed in the rear to burn the bridge across Cedar Creek, three miles from Strasburgh, after all had passed except the cavalry, under Gen. Hatch, who. were yet to come up and would ford the river. While they were besmearing the bridge with tar, unsuspecting any danger, the enemy charged down upon them from the mountain on the left, cutting them up in a most unmerciful manner, and capturing all of them except five. [63]

These are the names of those who escaped — W. J. Miller, Wm. B. Dah, Robert Gilchrist, Herman Clingman, Benjamin Reynolds, and Theodore Bardsall.

All the rest are gone. The others, whether killed, wounded or prisoners, it is impossible for me to ascertain. More information may possibly be received soon.

The rapid flight of cavalry caused a great panic among the teamsters, who fled from their wagons, while some upset them and others of them broke down; cattle got loose and joined in the general stampede, and horses breaking loose, joined their neighing and galloping to the great melee. The rebel cavalry came up, and more than a hundred wagons were taken possession of by the enemy.

The cavalry which were behind have suffered much more than I am able now definitely to speak of. They were ordered at daylight, when the infantry and artillery and baggage had started toward Winchester, to make a reconnoissance to Woodstock to see if anything could be learned of the anticipated attack in the rear. They were cut off by the cavalry of the enemy and unable to return. More particulars in regard to this I will forward soon.

Company A, however, of the Vermont cavalry, were all lost, captured, or killed, except Capt. Platt, his lieutenant, and half a dozen men, who made good their escape from the toils of the enemy most creditably. Major Collins is among the captured, and Major Sawyer, whose horse fell under him and injured his foot, made good his escape with no further injury.

The loss in the cavalry it is impossible to state at present with any accuracy. After wandering through the roads and forests, they arrived in Winchester by midnight, and the remnant of them were on hand next day.

After a long and anxious day's march, preceded by a half-night's sleep, disturbed by uncertain rumors of the disaster of Col. Kenly, I retired to rest in the town of Winchester, and dropped off into quiet slumbers, from which, by daybreak upon the following morning, the voices of cannon and the rattle of musketry, coming in through my open window, brought me suddenly to the consciousness that another day must be broken of its peaceful quiet by the fierce and unnatural pursuits of war. I listened to the sounds and saw the smoke which rose from the hills, but three miles distant.

The people with whom I remained were gazing thitherward as upon an interesting spectacle, rejoicing that Jackson was again coming to free them from the Northern yoke.

During my breakfast I heard the tramping of horses upon the road, and the heavy rolling of artillery over the pavements. Certainly, I thought, there can be no haste; we shall not be compelled to leave Winchester.

I ordered, however, my horse to be immediately saddled, and continued sipping my coffee with very little concern.

Presently there was a commotion, a sobbing among the women, and a running to and fro, which brought me to my feet in time to find our forces were started on a hasty retreat; and, as I saw flames rising from the burning buildings not far off, and heavy columns of smoke roll upward from them, I began to realize that we were to abandon Winchester.

But I took to my horse with all speed now, for the enemy were in the other end of the town, as the rattle and echo of the musketry up the streets and between the houses most plainly indicated.

All the streets were in commotion. Cavalry were rushing disorderly away, and infantry, frightened by the rapidity of their mounted companions, were in consternation. All were trying to escape faster than their neighbors, dreading most of all to be the last.

Presently the enemy's cannon boomed in the rear, and a small cloud of smoke in the sky suddenly appearing, and then dissolving, showed where the ball had exploded. Some shells fell among our men, and the panic was quite general for a short time.

One round-shot, a six-pounder, passing near me, went directly over the shoulder of my companion, and, brushing the blanket of the one next to me, fell to the ground. Guns, knapsacks, cartridge-boxes, bayonets, and bayonet-cases lay scattered upon the ground in great profusion, thrown away by the panic-stricken soldiers. Your correspondent, wishing to leave one musket less for the maintenance of the rebellion, furnished himself with one of the abandoned rifles and other equipments sufficient to furnish a thoroughly appointed soldier. But this confusion and disorder was not of long duration. General Banks, riding continually among the men, and addressing them kindly and firmly, shamed them to a consideration of their unbefitting consternation. At length, stationing himself and staff with several others across a field through which the soldiers were rapidly fleeing, the men were ordered to stop their flight, were formed into line, and made to march on more in a soldier-like manner.

What occurred in the extreme rear of the column I am unable to state with much confidence. Col. Donnelly, Acting Brigadier-General--the fate of one of whose regiments, the First Maryland, has been already stated — with two of his regiments, the Twenty-eighth New-York and Fifth Connecticut, is reported, and on good authority, as captured.

During the fight, which continued for two hours before the retreat from Winchester, the brigade behaved admirably and repulsed the enemy, but being outflanked by superior numbers, they were compelled to withdraw.

Our forces, Donnelly's brigade on the left and Gordon's upon the right, were in position along a gorge between two hills. The Second Massachusetts was firing upon the enemy from behind a stone-wall, when, being opened upon by an enfilading fire from the enemy who had come upon our flank, they had to escape from them, coming as they were in vastly superior numbers.

The enemy are said to have fought well. At one point they came up in a large hollow square, [64] single file upon the front and back, and double file upon either side. Marching up thus to within a certain distance, they were ordered to halt, to fix bayonets and charge, which they did in good order.

Col. Gordon and staff are safe, also Gen. Williams and staff. While retreating through Winchester, women from the houses opened fire of pistols upon our soldiers and killed a great many of them.

Lieut.-Col. Brown, Twenty-eighth New-York, is said to have been killed; Col. Knipe, Forty-sixth Pennsylvania, wounded and taken prisoner; Col. Murphy, Twenty-ninth Pennsylvania, killed, and many others.

I must reserve, for fear of misstatements, more particulars of the battle of Winchester. It was fought not far from the ground upon which the previous battle was fought. The numbers of the enemy are variously stated. The line of battle which they presented was of such an extent that their force must have been very large.

I have heard no one estimate it at less than twenty thousand, and many state it higher.

I refrain from any statement without further facts.

Our own force, diminished as it has been, was not over five thousand.

The column retreated, after the slight panic to which I have alluded, in good order, pursued by the enemy beyond Martinsburgh. The baggage-train proceeded as far as the Potomac, and many of the teams have been conveyed across upon ferry-boats this evening.

Many of the soldiers who had been precipitate in their flight have crossed the river, and are now at Williamsport and at this place. The cavalry and many of the mules forded the river, the water coming nearly over the horses' backs in the deepest of it, and running quite rapidly too. In this manner your correspondent made his escape into Maryland, and to the nearest telegraph station and post-office.

The operator at Martinsburgh had left the town on the first rumor of a battle at Winchester, and taken the instruments with him. The whole town seemed deserted, the stores were closed, and if the bells had tolled solemnly I should have seen no impropriety in it.

Many Union people came along with us, and negroes and negresses, children and youth, tottering old men and helpless babes, some on foot and some in wagons, were joining the promiscuous throng moving on to the safe side of the Potomac.

Both towns, Williamsport and Hagerstown, are thronged with soldiers and refugees.

Boston Traveller account.

That this army corps has been forced to retire with great rapidity, that it mourns the loss of many a brave soldier, and that it has sacrificed considerable army stores, is true. But that it has been “attacked and utterly routed,” as your enthusiastic Governor announces, is new to this locality. An overwhelming force has indeed cut up one regiment, the First Maryland, and has driven us to the Potomac; but our retreat was conducted in good order. A wagon-train of eight miles long lost only fifty wagons, and we brought off all our artillery, losing only one caisson. A retreat of fifty-three miles is made by seven thousand men pursued closely by at least fifteen thousand; standing at one time three hours and a half in battle from which our force retired in good order, baffling every charge, is no rout. At least honor is safe.

The immediate occasion of this disaster was the removal of Gen. Shields's division of ten thousand men or more from Gen. Banks's corps. There is reason to believe that urgent remonstrances were made, but uselessly, and that strong representations that Jackson had been heavily reinforced, met only with incredulity. All that could be done was to watch carefully and hope for the best.

But when Jackson, with twenty-five thousand, found that this whole army corps was reduced to nine regiments of infantry, sixteen guns, and a few squadrons of cavalry--two regiments of which were miles away from the main body guarding a long line of railroad — how could he hesitate?

So on Friday noon Col. Kenly's regiment was suddenly attacked at Front Royal, ten miles east of Strasburgh, and was pretty thoroughly annihilated. Tidings came in a few hours to Gen. Banks, and scouts and refugees reported that Jackson was advancing in force. When satisfied of that, wagon-trains were started for Winchester, and at midnight regimental trains were sent northward. It was understood that Jackson, by advancing by the road from Front Royal to Winchester, would be in our rear. At eleven the next day the men, who had been under arms since midnight, were put on the march for Winchester, starting, it appears, about the same time that Jackson would from Front Royal on the converging road. In the march, our infantry passed quite a large part of the wagon-train. One regiment, with a section of Hampton's battery and a howitzer from Best's, being rear-guard, Col. Donnelly's brigade led, ours (Col. Gordon) followed.

There was no annoyance until about three P. M., at which time the Second Massachusetts had marched twelve miles from Strasburgh, and about a mile and a half above Newtown. Reports then came that the enemy, advancing from the parallel road, had cut off a portion of our wagon-train. The fact seems to be that various cowardly wagoners had fled on the attack, cut traces, tipped wagons over, etc. Col. Gordon, with the Second Massachusetts, the Twenty-eighth New-York, and a section of Best's battery under Lieut. Cushing, was ordered back. The Twenty-seventh Indiana was found near the town in line, and two sections of Cothron's battery were firing upon cavalry in the edge of a wood on the left. Lieut.-Col. Andrews, with the Second, was ordered to take the town. Deploying companies A and C (Captains Abbott and Cogswell) as skirmishers, Col. Andrews advanced with the guns, in the face of a [65] well-directed fire from the enemy's artillery, posted in the street and in view of their cavalry. The shells burst too close to be endured, but our men's fire drove them speedily out of town to heights beyond, where they amused themselves with artillery practice, with little or no effect. The place was held till sunset, when the order to withdraw was given — time having thus been saved for the main train to move on, and for the burning of wagons left helpless, after Col. Gordon had endeavored unsuccessfully to have mules sent back. Companies A and C followed as rear-guard, and B (Capt. Williams) as flankers.

On their return to Newtown, knapsacks had been left in a field to relieve the men. They were again taken; but before companies A, B, and C could be relieved to get theirs, a very pretty affair took place. Hoofs were heard, and soon cavalry appeared; but the skirmishers, under Major Dwight, were ready. Part of company A on one side of the road and of company C on the other, with platoons from the two in the centre, under Lieut. Grafton, the latter formed in square, waiting until the enemy were but a few yards off, poured in such musketry as sent them back broken. Soon after company I (Capt. Underwood) relieved A and C, and took its station near a bridge. Down came cavalry again, but I's men met them with perfect coolness, but with a hot fire, under which the rebel riders wilted instantly. It was so dark that the amount of damage could not be ascertained. Then company I was tried with infantry, took its fire, and returned it with splendid success. For ten minutes the fire was sharp on both sides, when it slackened. In those few minutes, out of a little over forty men, fifteen had fallen; but not a man wavered in that gallant band. At a subsequent period the enemy tried to make a cavalry charge, but their officers in vain swore at them as cowards; it was of no use; they could not be brought to stand the cool fire of our men.

On the column moved to Kernstown, five miles from Winchester. Here a halt was ordered. But the e<*>my soon poured in a fire which told on the men, exposed by their relief against the light-colored road, while the enemy were in shadow. So it quietly moved on, in perfect order. Here, however, a mischance occurred. Dr. Leland, attending most faithfully to wounded men in a heuse near by, did not leave the poor fellows, and is undoubtedly a prisoner.

At Winchester the two brigades halted, just out of town. The men went into bivouac, without fires, with little food, with no coffee. It was two o'clock when the men slept — slept as well as they could in the midst of the firing all night. Company C was on picket duty, and notwithstanding its great fatigue, skirmished till morning, often unsupported.

At daylight all were called to arms. The pickets had returned. Col. Donnelly's brigade was on the left of the road going out of Winchester. Col. Gordon placed his on a ridge on the right of the road, the Second Massachusetts having the right. A little ravine was in front below them, artillery on higher ground in the rear. Here, from the time the pickets were driven in, the two brigades stood three hours and a half against twenty-eight regiments, distinctly counted. Col. Donnelly's forces maintained their ground well. Col. Gordon's, which was on higher ground, and held the key to the position, was more heavily attacked. Grape was poured in in storms. One shell told beautifully. Col. Andrews sent company D (Capt. Savage) to the right to annoy the rebel batteries, and, by and by, company G, (Capt. Carey,) who, nearer the rebel lines and somewhat sheltered by a low wall, completely silenced one gun, the gunners not daring to approach it even to carry it off. Here casualties occurred. Capt. Carey himself was knocked over by a stone hit by a rebel shell, which killed a man by his side. But regiments were seen pouring to our right. The two companies had to be called in.

As the rebel troops, in heavy masses; were moving to flank our right, Col. Gordon ordered the Twenty-seventh Indiana and Twenty-ninth Pennsylvania to the right of the Second Massachusetts, but forming an oblique angle with its front. These rushed with cheers and began firing — in fact too quickly to be orderly. As the rebel regiments were moving round, soon the brigade would have been crushed. The Twenty-seventh Indiana and Twenty-ninth Pennsylvania fell back. Then it was necessary to advance or retreat. Our Second, then in line, broke into column “by company right wheel,” as undisturbed as though at an afternoon drill, though under a perfect storm of bullets, and marched off in column by companies. “Retreat steadily,” Col. Gordon had said, and Col. Andrews would do that at any time. Winchester was entered, the enemy in hot pursuit. Yet the Second was too steady to run. In a side-street, Col. Andrews, wishing to change the position of certain companies, brought the regiment into line, even having his guides out to secure a good alignment, and having the men dress as on parade, and went on, by flank.

Then came the march through Winchester. It was a savage one. The Second were the rear, but all fared much alike. Citizens shot from windows, threw hand-grenades, struck at our men with clubs — citizens! Women did it; women shot wounded men; women threw hot water on them; women killed prisoners. At last forbearance ceased. Volleys were poured into houses; rooms were entered and assassins bayoneted; any public property was fired, and streets were swept by the conflagration; ordnance exploded; cavalry rode down stragglers; but the Second, then the rear-guard, never wavered — not a company broke — not a gap was to be seen. “Steady — steady,” and the discipline of this brave and noble set of soldiers then told.

It may seem strange to some that these citizen-assassins were fought — without regard to place — though not except in reply to murder. But women pistoled sick men. Rebels had set fire to [66] hospitals while sick men were in them. Prisoners had been bayoneted. The black flag had been actually flung to the breeze. Cavalry had deliberately rode down some unarmed sick men, who in fear had left a hospital, and with their sabres murdered them in scores. Such is Southern chivalry. And when any regiment of this brigade marches back to Winchester, when the vanguard leaves, Winchester will have been a city of the past.

Against this rear the rebel cavalry pressed in vain. Shot and shell could not break it. And a few miles out of Winchester, Gen. Banks ordered a halt to reform any disordered regiments. It was done, and the corps moved on, the enemy harassing in vain. Martinsburgh was reached, and Williamsport--thirteen miles on. The Potomac was then reached in the evening. A battle had been fought and thirty-five miles marched that day. The train crossed and was in safety. Towards evening the troops passed over, except that the Second Massachusetts and the noble Third Wisconsin, who had stood as if made up of brothers that day, left each four companies, still doing duty on the Virginia shore.

I have said little of any but of our Second, both because it will answer the enquiries of Massachusetts readers, and because it had the hardest fighting. Its loss it cannot yet tell, as more are hoped to have escaped, who sank from sickness in crowds. But, as yet, the noble Major Dwight, as gallant an officer as ever lived, generous, beloved, who commanded the reserve of the Second, and with the most perfect composure and skill fought for hours, there is much reason to fear will never return. Drs. Leland and Stone are both prisoners. Capt. Mudge and Lieut. Crowninshield are both injured though not fatally. In all, fourteen are known to be killed, forty are known to be wounded, and one hundred and thirty are missing; as many have come in; there is reason to fear that, of the latter number, many are wounded and some dead.

If we have felt sad that the Second has had no such chance as other Massachusetts regiments — now it has been tried. It has marched in retreat fifty-three miles in thirty-two hours, in perfect order, though fighting a large part of the way, and for most of it was rear-guard, followed by an overwhelming force. It fought three hours and a half as one of seven regiments against twenty-eight--a portion of four thousand men against fifteen. Its colonel, Gordon, brave, cool, energetic, not only handled his brigade well, but is declared by the General to have been of very great personal service. Its lieutenant-colonel, commanding, has justified the high character he has always had. The regiment fired by orders, as evenly as if in mere practice. Of its officers and privates not a single man was known to flinch.

A woman's account of the retreat.

The writer of the subjoined letter to the Boston Transcript is the wife of Rev. C. W. Denison, formerly pastor of the Niagara street Baptist Church in Boston:

Having had an opportunity of being near a battle-field, and a sharer in some of the privations incident to army life, I thought a short account of the fight in and retreat from Winchester, taken from a woman's stand-point of view, would not be uninteresting to your readers. Last Saturday morning when I went the rounds of the hospitals in that city, how little I expected that I was looking my last upon so many of our poor wounded boys. We then looked for reinforcements by every train, having heard that Gen. Banks and his army were coming towards Winchester. Towards noon the army supplies and ambulances came pouring in, and then the report was that the wagons were to be camped on the Fair grounds, half a mile from town. The Unionists there had confidence in Banks, while the secessionists put on a bolder face than ever, dressed themselves in their best, and made entertainment for Jackson's army.

Little we thought, as we heard their impertinent remarks, that we should “see who would rule to-morrow,” that their boasting was to be verified. Soon came the foot-soldiers, weary and travel-worn, by tens and fifties. People began to say, “This looks like a retreat;” still we had hope. By night matters grew desperate. There was fighting. The rebels were pouring in upon our soldiers, exhausted by the march, from every point. The Union men grew thoughtful, some of them left the city, while still the immense train, portions of cavalry and tired foot-soldiers, passed on. All this time reinforcements were surely coming — but they never came. “They are twenty, thirty, forty to our one,” the soldiers said, when we questioned them about the rebel forces.

In the morning, Winchester presented a strange sight. Vehicles of every description, crowded with sick soldiers and citizens, came by the door. The contrabands flocked by, each with his little bundle. Whole families of negroes, some with huge packs strapped on head and shoulders, little children almost too small to walk, lean horses carrying two and three, went following the train. Meantime, the thunder of cannonading had commenced. Nearer and nearer it came. The cry went forth that the rebels were driving our forces. We had engaged a carriage, but it failed us. As the shells began to pour into the doomed city, we availed ourselves of the offer of some sick soldiers, who had already crowded an old army wagon, and leaving everything behind us, we took passage in the retreating train, doubtful if we should get away.

By the time we were one mile from the city, many of the buildings were in flames. Our men first fired the houses of storage and blew up the powder-magazines. The rebels directed their shells on the hospitals, firing nearly all. God knows how many of our poor boys burned to death. The report is, and that from the doctors, that they killed all they found alive, even the women nurses, of whom there were four who remained. [67] Meantime our retreat was covered in a masterly manner. Five miles from town, after the rebels had made a dash into Winchester, our men formed in line of battle. The scene was exciting beyond description. We were stopped by a difficult fording-place, and where three or four roads diverged from the main street.

At any moment we expected the rebels might cut off our retreat. To the right the infantry filed off — and the artillery planted — to the left, two regiments of cavalry were forming, their officers dashing from point to point, while along the roads squads of soldiers rode out to reconnoitre. In six hours we entered Martinsburgh, our men fighting in the rear almost constantly, and keeping off the enemy at every point. Many a sick soldier wearily plodded along, animated by hopes of liberty on the Maryland side; now and then a wounded horse staggered by, the blood running where the ball entered. Our progress was necessarily slow, and men came dashing by with all kinds of reports. Still there was nothing like a panic.

At Martinsburgh the order was to press on to Williamsport, Md.; so, leaving a regiment of cavalry drawn up in battle-array, we continued our monotonous journey, arriving at the bank of the Potomac at five o'clock in the afternoon. The men and horses forded the river, and a rope ferryboat was soon arranged for the heavy train. I think there never was a more thankful company of human beings than those of us who stood upon the shores of Maryland last night.

To-day, at five o'clock, nearly all the train had crossed. Gen. Banks and staff came in about noon. I have been several hours among the wounded. It is a pitiful sight to see them brought in covered with blood. Poor fellows! they bear their misfortunes with heroism.

Few generals could, with a force so disproportionate, have been equal to Gen. Banks--fewer still would have had the bravery even to defend their supplies in so masterly a manner. There was no confusion, no flinching. The saddest part of the matter is the treatment we have reason to fear the Union people will experience from the hands of the rebels. They have no humanity. They kill our wounded soldiers, and even our women nurses are said to be shot. It is evident that they are too leniently dealt by. Several companies carried the black flag, and their cry was: “No quarter!” It is rumored that Shields is in their rear. If he is, farewell to the rebel army of the Valley. On this side of the river our artillery is planted — they are hemmed in as they never were before. Should Winchester be retaken soon, as we have reason to believe it will be, I shall return there.

Very truly yours,

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