McDowell. This is a small town on the Bull Pasture river at the foot of mountains bearing the same name, and about forty miles distant from Harrisonburg in the Shenandoah Valley, where Gen. Banks's forces then were. To prevent the junction of these forces, or to cut them up before Gen. Milroy could be reënforced, Gen. Jackson collected all the Confederate forces in the region, and marched against him. On the 7th he attacked the 32d Ohio, which fell back with the loss of their camp equipage and baggage, through lack of transportation. At the same time the force west of the mountain fell back in order to McDowell, where a stand was determined upon. Gen Milroy at the earliest moment sent despatches to Gen. Schenck, who was thirty miles distant, to hasten to his assistance. In the afternoon the enemy appeared in large force on the tops of the mountains in the rear of the town, arranging for an attack. A force was immediately sent forward by Gen. Milroy to occupy the hilltops adjacent to the ones upon which the enemy appeared, more for the purpose of skirmishing and reconnoitring than for bringing on a battle. A fierce contest ensued, which was increased by the arrival of Gen. Schenck with his brigade, and continued until night. The forces of the enemy being manifestly greatly superior, Gen. Milroy determined to retreat. The march was commenced at midnight, and at daybreak they had retired thirteen miles. After a halt of two hours it was continued with the enemy pressing upon them. Upon reaching the camp of Gen. Schenck, arrangements were made for protection. Every hill was surmounted with cannon, and ten different regiments were placed to support them, and for over thirty hours the artillery by a constant fire kept the enemy at a distance. On the morning of the 14th all of the enemy had disappeared, which was subsequently explained by the arrival of Gen. Fremont with Blenker's division. The Federal loss in this conflict was twenty killed, one hundred and seventy-seven wounded, and two missing. The Confederate loss was forty killed, and two hundred wounded. It was nearly a flight of the Federal forces, and only the arrival of Fremont probably saved it from final capture. The Federal loss in tents, baggage, and stores was great. The enemy were present in much superior numbers.

Gen. Fremont now made his headquarters at Franklin, eighty miles south of New Creek, twenty-four miles from Monterey, and sixtyfive from Staunton. Here he remained quietly, reorganizing and refreshing his forces for ten days. This repulse of his advance, with his withdrawal to Franklin, now gave Gen. Jackson the opportunity to carry out the plans against Gen. Banks as soon as the moment came for their execution. Consequently no further movement of importance was made on the part of Gen. Fremont until he was ordered to hurry to the relief of Gen. Banks. This order was received by him on Saturday, the

24th of May, under the form of a despatch from the Secretary of War, directing him to fall back with his entire command to the support of Gen. Banks. That evening the order was given to be ready for a movement early on the following morning. As early as half past three o'clock on Sunday morning the noise of preparation was heard, and at six o'clock the army was in motion.

It seems that when Gen. Fremont was ordered to go to the relief of Gen. Banks, the order prescribed the route by which he should go. (See p. 109.) This route, thus specified by the President, would have brought Gen. Fremont in the rear of Gen. Jackson; whereas that taken by Gen. Fremont brought him in front of Gen. Jackson. But Gen. Fremont, judging it to be an impracticable route, took the responsibility of going by another. The President telegraphed to him, saying: "You are ordered to go so and so. I hear of you elsewhere. What does this mean?" To which Gen. Fremont replied, giving the reasons, viz.: that he knew of a shorter and easier route by which he could more effectually perform the service desired, and on which his half-famished troops would meet their transportation and supplies. He also stated that when one is "in the field," it is essentially difficult to obey literally orders transmitted from one necessarily unaware of present exigencies, but that if it was expected of him so to do, he would do it. To this the President, with characteristic simplicity, replied that he was satisfied.

The first six miles of the road were indescribably bad, owing to the recent rains and the heavy wagons that had been passing over it. Wounded and sick had been left at Franklin, but the entire train of wagons was taken. At night the army bivouacked about a mile beyond the upper crossing of the South Branch of the Potomac on the road to Petersburg. The distance marched was fourteen miles. On Monday, the 26th, the advance reached Petersburg after noon, having marched sixteen miles, and halted until the next morning. Orders were here issued that knapsacks, tents, and baggage of every description, which could possibly be dispensed with, should be left behind. Five days' rations of hard bread were given to the troops, and on Tuesday, the 27th, after marching twelve miles, they halted on the highlands east of the village of Moorefield. On Wednesday, the 28th, the army advanced ten miles, passing over Hunting Ridge, and about two o'clock halted to rest and await supplies. The roads continually grew worse, and the rain fell steadily. Thursday, no movement was made. A small force under Col. Downey, on a reconnoissance, encountered a small body of Confederate cavalry. On Friday, the 30th, an advance of twenty miles was made, and the army bivouacked at Wardensville. A heavy rain fell during the afternoon. On Saturday, the 31st, the last of the intervening mountain ranges was crossed, and the western

barrier of the Shenandoah Valley alone remained to be traversed. The troops pushed on twelve miles through the rain, and halted at night where the Winchester and Strasburg roads divide. On the narrow ridges, along which the path wound in constant ascent, there was no plane or table land for camp. That rainy night the tired troops dropped and slept by the roadside or in the swimming fields. The next morning, Sunday, June 1, the advance moved at six o'clock, and at eight the whole column was in motion on the road to Strasburg. In about an hour and a half later a skirmish ensued near Strasburg, and Gen. Fremont had reached the position to coöperate with the force of Gen. McDowell against the advance of the enemy upon Gen. Banks.

After the battle of Winchester, on the 23d of March, the retiring Confederate forces in the Shenandoah Valley were followed up by Gen. Banks. On the 1st of April he moved from Strasburg to Woodstock, where his entrance was disputed by a force of cavalry, infantry, and artillery under Col. Ashby. They however retreated to Edinburg, destroying one railroad and two turnpike bridges. The advance was subsequently continued with occasional skirmishes, and on the 26th Harrisonburg was occupied. A considerable body of Confederate troops was in the neighborhood, but in a position from which a retreat could easily be made.

The order of the President, which divided the army in Virginia into five corps, placed the fifth under the command of Gen. Banks. It was to be composed of his division and that of Gen. Shields, which had previously been commanded by Gen. Lander. This was the force now encamped near Harrisonburg. About the 15th of May an order was issued from the War Department withdrawing the division of Gen. Shields from the corps of Gen. Banks, and directing him to report immediately at Catlett's Station on the Orange and Alexandria railroad, as above stated. At the same time orders were given to Gen. Banks to fall back to Strasburg and fortify. Gen. Shields left at once, and on his arrival at Catlett's Station he was ordered to join Gen. McDowell at Fredericksburg immediately.

At Strasburg the Massanutten range of mountains rise in the middle of the valley, and divide it. Strasburg is favorably located for defence against an attack from the south by the western valley. But the eastern valley, by opening out at Front Royal, affords another road to the Potomac, and also a good plank road, which runs direct to Winchester, going round Strasburg.

Gen. Banks had not actually fallen back to Strasburg when Gen. Shields marched over the mountain and down the eastern branch of the valley to Front Royal. At that very time an attack was expected on the front, and a portion of his forces had been daily skirmishing with a Confederate force in the gap of the

Massanutten Mountains. It was also known that Gen. Jackson, having attempted to dislodge Gen. Milroy in the Mountain Department, was returning to the Shenandoah Valley, and that Gen. Ewell was with a strong force on the road running from Harrisonburg to Gordonsville, and also that Gen. Taylor was still higher up the valley with another Confederate force. In addition, Gen. Jackson could be easily reënforced from Gordonsville. With this force menacing the valley, Gen. Banks was left with less than six thousand men, including cavalry and artillery, to defend the whole valley, and that, too, before he had time to prepare himself for resistance by fortifications.

Eastward of Front Royal there was another force under Gen. Geary, charged with the protection of the Manassas Gap railroad. The headquarters of Gen. Geary were at Rectortown, and there were only between seven and eight hundred troops at Front Royal. Still farther east, at Catlett's Station, on the Orange and Alexandria railroad, about ten miles south of Manassas Junction, was the brigade of Gen. Duryea, consisting of three New York and one Pennsylvania regiment. These forces formed the connection between Gen. Banks and the main body of the army of the Rappahannock, under Gen. McDowell, at Fredericksburg.

The enemy,knowing the position and strength of these forces, formed a plan to capture the entire force of Gen. Banks. This plan was to be executed on the proper signal being given from Richmond. At this time Gen. McClellan was within fifteen miles of Richmond. Gen. McDowell had been reënforced by Gen. Shields, and orders were expected every hour for him to advance toward Richmond. It was all-important for the defence of that capital that reënforcements should be prevented from reaching Gen. McClellan. After the junction of Gens. Shields and McDowell, dense columns of smoke could be seen at evening ascending for miles south of Fredericksburg, which were caused by the burning of bridges to retard the Federal advance. Something greater than the mere burning of bridges was needed; for it was not only necessary to prevent the Federal reënforcements to Gen. McClellan, but also to gain time to accumulate the Confederate forces before Richmond from such parts of the South as they could be taken, and by the levies of the conscript law. The moment had come for the dash on Gen. Banks, and the signal from Richmond was given. Meanwhile Gen. Banks, according to the orders of the War Department, had fallen back, and now occupied Strasburg. The first movement of the enemy, who had retired from their advance on Fremont, and were already concentrated under Gens. Jackson and Ewell for the purpose, was to advance a heavy column rapidly up the valley between the Blue Ridge and Massanutten mountain range to Front Royal, with the design of capturing the force there, and then press on by a good plank road to Winchester, and

thus get in the rear of Gen. Banks. The guard at Front Royal consisted of the 1st Maryland regiment, Col. Kenly, with three companies of the 29th Pennsylvania, two rifled guns of Knapp's battery, and two companies of the 5th New York cavalry. To their bravery is due the partial defeat of the Confederate plan. On Friday noon, May 23, the enemy were reported to be approaching, and Col. Kenly formed in a position about one mile east of the Shenandoah river. The fight commenced by a strong dash of cavalry under Col. Ashby upon this position. After a contest of two hours the enemy were repulsed with considerable loss. Finding that a large force of infantry was approaching to the aid of the cavalry, Col. Kenly ordered his men to fall back to the west side of the Shenandoah and to destroy the bridges after them. This was done in good order and the smaller bridge destroyed; but a flanking force of the enemy fording above came upon them before the larger one was destroyed. Col. Kenly imme diately got his guns in position and formed his men, and another struggle ensued, which checked the enemy a couple of hours longer. Finding the force of the enemy increasing, he placed his artillery in the rear and commenced falling back. This was continued for three miles, when the force was overwhelmed by a charge of the enemy, their lines broken, and no further resistance could be made. Col. Kenly was severely wounded, but afterward recovered. This check retarded the Confederate advance.

The news of this affair reached Gen. Banks that evening, with such details as convinced him that the enemy were at hand with a force from fifteen to twenty thousand strong. It was evident to him from the large Confederate force, composed as it must be of all their troops in the valley concentrated, that they were close upon him for some purpose not yet developed. That purpose must be nothing less than the defeat of his own command, or its possible capture by occupying Winchester, and thus intercepting supplies or reënforcements and cutting off all opportunity for retreat. Under this interpretation of the enemy's plans, one of three courses was open for him to pursue: first, a retreat across the little North Mountain to the Potomac river on the west; second, an attack on the enemy's flank on the Front Royal road; third, a rapid movement direct upon Winchester with a view to anticipate the occupation of the town by the enemy, and thus place his own command in communication with its original base of operations in the line of reënforcements by Harper's Ferry, and secure a safe retreat in case of disaster. To remain at Strasburg was to be surrounded; to move over the mountains was to abandon his train at the outset, and to subject his command to flank attacks, without possibility of succor; and to attack the enemy in such overwhelming force could only result in certain destruction. It was, therefore, determined by Gen. Banks that 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, was, for him and his force, the path to safety.

Accordingly, the advance guard was called in, and at three o'clock on the next morning several hundred disabled men, left in charge by Gen. Shields's division, were put upon the march to Winchester, followed by the wagon train under escort of cavalry and infantry. The rear was protected by nearly the whole force of cavalry and six pieces of artillery. The attack of the enemy was expected in the rear. When all the column except the rear guard had passed Cedar Creek, three miles from Strasburg, information was received from the front that the enemy had attacked the train and was in full possession of the road at Middletown. The danger being now in front, the troops were ordered to the head of the column and the train to the rear. After this change the head of the column encountered the enemy in force, fifteen miles from Winchester, who were attacked with artillery and infantry and driven back some two miles. The neglect of the enemy to attack the train and throw it into confusion when at the head of the column secured a successful continuation of the march. On the remainder of the route to Winchester, the enemy pressed the main column with the utmost vigor, and defeated at every point all efforts of detachments to effect a junction with it. At five o'clock in the afternoon the advance guard arrived at Winchester, and Gen. Banks became satisfied that the force of the enemy was not less than twenty-five thousand men. His command consisted of two brigades of less than four thousand men, with nine hundred cavalry, ten Parrott guns, and one battery of smooth six pounders. To this should be added the 10th Maine regiment of infantry and five companies of Maryland cavalry, stationed at Winchester. During the night Gen. Banks determined to test the strength of the enemy by actual collision, and measures were promptly taken to prepare the troops. The rolling 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 continued without cessation until the close of the engagement.

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

Their force was massed apparently upon the Federal right, and their manoeuvres indicated a purpose to turn them 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 the Federal lines held them in check until a small portion of the troops, on the right of the Federal line, made a movement to the rear. 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 the Federal right, which, still continuing its fire, steadily withdrew toward the town.

The overwhelming Confederate force thus suddenly showing itself, made further resistance unwise, and orders were sent to the left to withdraw, which was done in an orderly manner. By this engagement the enemy were held in check five hours.

The retreat was now continued in three parallel columns, each protected by an efficient rear guard, in the direction of Martinsburg, with the hope of meeting reënforcements. The pursuit of the enemy was prompt and vigorous, and the retreat rapid and without loss. At Martinsburg the columns halted two hours and a half, and the rear guard remained in the rear of the town until seven in the evening, and arrived at the river at sundown, 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 at the river when the rear guard arrived was of the most animated and excited description. A thousand camp fires were burning on the hillside; a thousand carriages of every description were crowded upon the banks of the broad stream 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 over 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. No enemy appeared in sight. Fortunately there were several boats belonging to the pontoon train brought from Strasburg, which were launched and devoted exclusively to the soldiers. Gen. Banks says in his report: "There never were more grateful hearts in the same number of men than when at midday, on the 26th, we stood on the opposite shore." The loss was as follows: killed, 38; wounded, 155; missing, 711; total, 904. The wagon train consisted of nearly five hundred wagons, of which fifty-five were lost. All the guns were saved. The loss of the enemy has not been stated.

On the morning of the 28th, Gen. Jackson issued the following address to his soldiers:

HEADQUARTERS, V. D.,
WINCHESTER, May 28, 1862.
General Order, No. 53.

Within four weeks this army has made long and rap. id marches, fought six combats and two battles, sig. nally defeating the enemy in each one, capturing several stands of colors and pieces of artillery, with numerous prisoners and vast medical and army stores, and finally driven the boastful host, which was ravishing our beautiful country, into utter rout. The General commanding would warmly express to the officers and men under his command his joy in their achievements, and his thanks for their brilliant gallantry in action, and their obedience under the hardships of forced marches, often more painful to the brave soldier than the dangers of battle,

The explanation of the severe exertions to which the dured by them with such cheerful confidence in him, is commanding General called the army, which were ennow given in the victory of yesterday. He receives this proof of their confidence in the past with pride and gratitude, and asks only a similar confidence in the future. But his chief duty to-day, and that of the army, is to recognize devoutly the hand of a protecting Providence in the brilliant successes of the last three days, which have given us the result of a great victory without great losses, and to make the oblation of our thanks to God for his mercies to us and our country in heartfelt acts of religious worship. For this purpose the troops will remain in camp to-day, suspending as far as practicable all military exercises, and the chaplains of the regiments will hold divine service in their several charges at 4 o'clock P. M., to-day.

By order of Maj.-Gen. JACKSON.

R. D. DANBY, Asst. Adj.-Gen. When the news of the attack on the Maryland regiment at Front Royal on the 23d, reached Gen. Geary, who, with his force, was charged with the protection of the Manassas Gap railroad, he immediately began to move to Manassas Junction. His troops hearing the most extravagant stories of the fate of the Maryland regiment, and supposing they were about to be swallowed up, burnt their tents Gen. Durand destroyed a quantity of arms. yea, at Catlett's Station, became alarmed on learning of the withdrawal of Gen. Geary, took his three New York regiments, leaving the Pennsylvania one behind, and hastened back to Centreville, and telegraphed to Washington for help. He left a large quantity of army stores behind, and also for two days his camp equipage. A panic prevailed at Catlett's Station and Manassas Junction for two days. At night the camps were kept in constant alarm by the sentinels firing at stumps or bowing bushes, which they mistook for Confederate guerillas. The alarm spread to Washington, and Secretary Stanton issued orders calling for the militia of the loyal States to defend that city.

The following is the despatch sent to the Governor of Massachusetts:

WASHINGTON, May 25, 1862. To the Governor of Massachusetts : Intelligence from various quarters leaves no doubt that the enemy in great force are marching on Washington. You will please organize and forward immediately all the militia and volunteer force in your State.

EDWIN M. STANTON, Secretary of War.

This alarm at Washington, and the call for its defence, produced a most indescribable panic in the cities of the Northern States, on Sunday, the 25th, and two or three days afterward.

The Governor of New York, on Sunday night, the 25th, telegraphed to Buffalo, Rochester, Syracuse, and other cities as follows:

Orders from Washington render it necessary to forward to that city all the available militia force. What can Buffalo do? E. D. MORGAN. Governor Curtin, of Pennsylvania, issued the following order: