pontoon bridge, and bivouacked for the night at Bealeton. The distance marched was about 18 miles.

At 1 p. m. on the 12th, pursuant to orders, we returned toward Culpeper, recrossed the Rappahannock at the same place as before, and followed the Sixth and Fifth Army Corps, which were preceded by General Buford's cavalry division, to a good position about 2 1/2 miles from the Rappahannock River. This movement was made, I understood, to ascertain that of the enemy, who by some was said to be concentrating at Culpeper, and thought by others to be on the move to turn our right flank, by the upper fords, at the forks of the Rappahannock. This latter apprehension was confirmed, when too late, by General Gregg, whose division of cavalry, watching in that direction, were driven by the enemy's advancing infantry and artillery columns across-the Hedgeman Fork of the Rappahannock at Sulphur Springs, while we were yet moving toward Culpeper.

The right of our infantry line was at Freeman's Ford, held by the Third Army Corps, under General French, and thus became liable to be attacked by an overwhelming force in its rear, coming down via Fayetteville, to which place General Gregg had withdrawn. This knowledge called either for a prompt movement of the Fifth, Sixth, and Second Corps to our right to fall upon the enemy while occupied in crossing Hedgeman Fork of the Rappahannock River, or a speedy withdrawal of these corps to the north bank of the Rappahannock.

The first operation, if anticipated by the enemy, might be defeated by disputing with us the passage of the eastern fork of the Rappahannock with a part of his army, while the Third Corps was overwhelmed and our rear gained by the other (General Lee's official report says his army marched in two columns with the design of reaching the Orange and Alexandria Railroad north of the river).

The second operation-our withdrawal to the north bank of the Rappahannock-concentrated our army and supported our right. It was ordered to be done, and the Second Corps, being nearest of the three corps across the river, was directed to proceed, via Bealeton, to support General Gregg and cover the Third Army Corps.

The order for this was received at 11 p. m. on the 12th, and required us to go via Bealeton. The movement was Immediately begun. We marched all night, and by 1 a. m. had joined General Gregg at Fayetteville; no demonstration in that direction had been made by the enemy. The halt we made the evening before but little more than sufficed for the establishment of sentinels, preparation of meals, &c., so that sleep had scarcely closed the eyes of one of the command since they awoke on the morning of the 12th, and they had marched 36 miles since that time.

The enemy continuing to move toward Warrenton, in fulfillment of his object to gain our rear, it was determined to continue our movement in that direction also.

The movement of the whole army to the rear having been decided upon, I was directed to hold the vicinity of Fayetteville till all the Third Corps had been withdrawn, and then follow it to There-Mile Station on the Warrenton Branch Railroad.

My men rested and slept at Fayetteville about one hour while in line of battle, waiting for the Third Corps to arrive. As soon as the head of their column came in sight, I prepared to move, making due allowance for the time it would take them to pass. I then began to move, but found that when an interval of an hour had elapsed after the troops of the Third Corps apparently ceased passing, that