The importance of our success in serving the bridge over North River cannot be over-estimated. Had the enemy succeeded in destroying the bridge it would have compelled a long delay on our part, as there were no fords practicable in that vicinity. On the 2nd we moved to Staunton, where the command was halted for a short interval. In accordance with verbal orders received from the major-general commanding the expedition I then marched toward Wynesborough. My orders were to proceed to Waynesborough, ascertain something definite in regard to the position, movements, and strength of the enemy, and, if possible, to destroy the railroad bridge over the South River at that point. The roads were almost impassable, owing to the mud caused by the heavy rains of the past few days. Our march was necessarily slow. Upon reaching Fisherville, six miles from Staunton, our advance struck the enemy's pickets, and drove them in the direction of Waynesborough. Upon arriving at the latter point we found the enemy in force, posted behind a formidable line of earth-works. His position was well chosen, being upon a range of hills west of the town, from which his artillery could command all the approaches, while his infantry could, by their fire, sweep the open space extending along their entire front. The Second Brigade, Colonel Wells commanding, was at once moved against the enemy to compel him to display his force. A short but brisk engagement convinced me that while our success would be doubtful, it would involve a large loss of life to attack the enemy in his front. A careful reconnaissance along his entire line convinced me that the enemy had a heavy force of infantry behind his works, while ten pieces of artillery were in position and completely covered his front. But one point seemed favorable for attack. The enemy's left flank, instead of resting on South River, was thrown well forward, leaving a short gap between his left and the river. The approach to this point could be mad eundem cover of the woods. I directed Lieutenant-Colonel Whitaker, of my staff, to conduct three regiments of Pennington's brigade to our extreme right. Selecting three regiments armed with the Spencer carbine, they were moved, dismounted, under cover of the woods to the point previously indicated, where they were held in readiness to charge the enemy's left. Colonel Well's, commanding the Second Brigade, had been instructed to keep the enemy's attention engaged in front by displaying a heavy force of mounted skirmishers, while Colonel Cape hart, commanding the Third Brigade, was ordered to place his brigade in readiness to charge the enemy in front the moment the attack on the right began. The remaining two regiments of the First Brigade were under similar instructions. Woodruff's section of horse artillery, which, to deceive the enemy, had previously been moved to the rear in open view of their line, was again brought to the front, under cover of the woods, and placed in position to open on the enemy's lines. At a given signal the three dismounted regiments charge on our right. Woodruff opened his guns upon the enemy, compelling them to lie down behind their works, while the brigades of Wells and Capehart moved to the attack in front, at the charge. So sudden was our attack and so great was the enemy's surprise that but little time was offered for resistance. The artillery, however, continued to fire till the last moment and till our troops had almost reached the muzzles of their guns. One piece was captured with the sponge-staff still inserted in the bore and the charge rammed half way home. The rout of the enemy could not have been more complete; no order or organization was preserved. The pursuit was taken up by my entire command, and continued through Rockfish Gap for a distance of twelve miles.