them with spirit, but could not long maintain the unequal contest. It therefore fell back. At the same time heavy masses of the enemy formed two distinct lines of battle toward Bernard's, which rapidly advanced as our skirmishers receded, and an additional appeared near the river, on this side, while a large army swarmed out and formed on the other, ready to cross. My estimate of the whole was from 15,000 to 20,000. By way of checking this advance, I directed Colonel Cabell to return Carlton's battery, which had not yet marched, to the height back of Howison's, and on the right, for, although the enemy had not come within rance, the appearance of guns to meet his approach could not but be salutary. At all events, the advance of masses presently ceased, and the enemy seemed occupied with planning for the future. Skirmishers, however, pressed on in numbers, and many, crossing Deep Run, advanced up the ravine to the right of Howison's.

General Hays, left in charge of the infantry, having been along the right, now passed Lee's Hill, on his way to give directions on the left. We conferred on the duty to be discharged. He was clear, as was I, that, according to the tenor of the instructions we had received, and the indubitable certainly that we must, situated as we were, be overpowered, with the loss of everything, if we attempted to hold the position next day, our duty was to keep up the demonstration and such contest as might be necessary till after dusk, and then withdraw in as quiet order as possible. This was therefore agreed: I was to have the guns moved as soon as it could be done without attracting attention, and General Hays was to follow with the infantry.

Some officer en route for General Barksdale's column - perhaps of his staff, though not recollected - called by about this time to get from me any message for General Barksdale. I informed him of the main facts, and requested him to mention them to General Barksdale, who could, if he thought proper, communicate them to yourself.

Orders having been sent to the battalion commanders, the guns were withdrawn, as agreed upon, about dusk, those of the Washington Artillery moving first, and those on Lee's Hill, where I was, last. When all had moved, my own course was turned in that direction. I had scarcely reached the Telegraph road when General Barksdale, riding rapidly back, met me, and urged that all should return and reoccupy positions; that orders were to hold Fredericksburg at all hazards, and that you were returning with your entire force. On this information, I caused all the guns near me to be reversed, and directed them to be ready for resuming their positions. Doubt, however, rested on my mind as to the whole proceeding, because it was incomprehensible to me why so much advantage should have been given the enemy by the withdrawal of force, if the position was to be held at all hazards. On my briefly indicating this doubt, General Barksdale wished me to ride with him to see General Hays. He was still at the Marye house, making final arrangements for the withdrawal of the infantry. General Hays also expressed strong doubt of the arresting the evacuation that had commenced. His own orders had been to fall back to Spotsylvania Court-House, and that fact, coupled with the remarkable withdrawal of so much artillery, and most of the infantry, seemed to indicate clearly that the commanding general desired the main infantry force with himself on the left, and did not intended Fredericksburg to be held at all hazards. We found that Genera Barksdale, having heard of the enemy's very heavy demonstration against our small force, had caused the fact to be reported to you, and had thereon received word from you to return and reoccupy his late position, and that General Gordon was