We had marched all night the night before, had a very slight skirmish with some rebel cavalry early in the morning, and had just arrived in Franklin. We had stacked arms and made some arrangements for a temporary camp; the men were very tired, and it was perhaps half an hour before I was able to comply with the order. We were posted and instructed by General Grose himself about a mile from Franklin, to the right of the turnpike leading from Franklin to Centreville, in the following order: One company was posited about 60 yards from the turnpike; another company was posted 200 yards to the right of this on a line running at an angle of twenty degrees with the turnpike, and to the right of this company on a line running nearly perpendicular to the turnpike were posted two other companies, 100 yards apart; the other four companies were posted in reserve at about 200 yards from each extremity of the line, and about the same distance from the center of the line. On the left of my line were the pickets of General Ruger's command, and on my right were the pickets of the Second Brigade of this division. I had scarcely finished giving instructions to my men when the enemy appeared in my front on the right of the turnpike, and the pickets commenced firing. In a few minutes the enemy was seen extending his lines to our left in great force, at the same time rapidly encircling our right, and the pickets became hotly engaged with their skirmishers. The enemy kept constantly re-enforcing his line of skirmishers, but we easily kept them at bay until the pickets on our left, being fiercely assaulted, suddenly gave way. The left of my line of pickets then gradually begun to fall back. The company on the extreme left had received instructions from General Grose, through me, to fall back to the main line in town, if they found they could not hold their position, but they were so completely turned that they were compelled to fall [back] to the four companies held in reserve, which they did in good order, fighting gallantly. They were commanded by Lieutenant Ed. Morgan, who deserves compliment.

One by one the outpost companies from left to right now fell back to the reserve post and took their places in the regimental line. As soon as the outposts had joined the reserve post I perceived the enemy close upon us, advancing in line of battle, when I commenced firing by battalion and soon cleared my front of the enemy; but soon received a heavy fire directly upon my right flank, killing two of my men and wounding several others. The enemy had already passed my left and I fell back about the distance of my regimental front, faced about, delivered a volley, and quickly changed front forward to received the line of the enemy that was coming down upon my right flank. I stopped the enemy in this direction instantly, but soon found the enemy coming up yelling and firing upon my left flank, my original front. I then fell back almost to the ravine and changed front so as to receive the rebels in this direction, and delivered a volley upon them, which, as they were on higher ground than we were, and within fifty paces of us, produced most fearful carnage. They went back pell-mell. I now thought I could hold them and ordered my men to take shelter behind the fence, which was very high and strong. Mounted on horseback myself, and on the side of the fence next to the rebels, I rode down to the fence corner, thinking to find a place to get through. I here found the enemy coming down the ravine in great force directly upon the right flank of my regiment, and myself completely hemmed in. I ordered two of my men to knock down the fence to let me through to my regiment, but the fire was so hot and the rebels so close that my line gave way, and I was obliged to dismount and knock down the fence myself. As the rebels were close upon me yelling to me to surrender, my men thought I was