The Thirty-eighth had been detailed on the 30th May for picket duty and were being relieved when the firing on the 31st May commenced. There were only some hundred of the regiment in the action. Two companies of the Fortieth New York were detailed as guards over commissary stores, leaving my brigade only about 1,300 strong. At 3 o'clock p. m. I received an order from General Kearny to move my brigade up the railroad and report by staff officer to General Keyes. Ten minutes after 3 o'clock p. m. my column was in motion, led by the Fourth Maine Regiment, followed in order by the Fortieth New York, Third Maine, and the remnant of Thirty-eighth New York. Before I had reached the railroad, at fifteen minutes past 3 o'clock, General Kearny rode up to me and ordered me to return to the Williamsburg and Richmond road and man the line of rifle pits thrown up, called by him the second line. Upon reaching this point, he himself stationed the Fortieth New York in the rifle pits and detached a large number as sharpshooters in and around the house used as a hospital. He ordered the Fourth Maine to the right of the Fortieth, in the woods.

At this time one of my aides informed me that General Kearny had sent his acting assistant adjutant-general, Captain Sturges, with the Third Maine and Thirty-eighth New York, up the railroad. I asked General Kearny whether he had given this order. He replied that he had, but ordered me to gallop over to the railroad and stop them, and to form one in column of companies on the railroad, and to deploy the portion of the Thirty-eighth present as skirmishers on the right flank, refusing the line so as to cover that flank. He ordered me to obey no order to move from that position, except the order came through himself. He stated that the disordered troops now pouring through our lines could not be relied; that the enemy had Casey's camp and first line of works, and the only hope of successfully stopping his progress was the second line. He ordered me to take position on the railroad, and sent Captain Sturges, his acting assistant adjutant-general, to remain with me.

I made the disposition of the Third Maine and Thirty-eighth New York ordered. I tried to stem the torrent of fugitives from the front, but it carried all before it, and they feared bayonets in front less than the fire in the rear from the pursuing enemy. I succeeded in rallying and attaching to the Thirty-eighth New York some hundred men of the Twenty-third Regiment Pennsylvania Volunteers, formerly commanded by myself. One company of this regiment, under Captain Adolph Cavada, had been on picket duty on the railroad where my line crossed, and willingly joined my command. I was under many obligations to Captains Gwyn, Cavada, and Lieutenant J. B. Fassitt, of the Twenty-third Regiment Pennsylvania Volunteers, for their active assistance in my efforts to reform the fugitives. At 5 o'clock p. m. Lieutenant Hunt, of General Heintzelman's staff, rode up to me and ordered me to advance up the railroad to the support of Keyes' corps I at once moved, with the Third Maine leading, and sent my aides Major Tobias and Captain Mindil, to withdraw the Fortieth New York and Fourth Maine from the position in which they were posted by General Kearny and to order them to follow. As I moved Colonel Campbell, of the Fifty-seventh Regiment Pennsylvania Volunteers, reported to me that he had been ordered to proceed up the railroad. I assumed command of his regiment and assigned him position in my column.

After advancing a mile up the railroad the firing became heavy upon my left, and inquiry from fugitives convinced me that it was part of