Accordingly, the order was given to have everything in readiness to move at 1 a. m., but not until after 2 o'clock did the advance, commanded by General Elliott, file out of the works. The guns were effectually spiked, as many of the wagons disabled as the time would allow, and in a little more than an hour the rear, commanded by Colonel McReynolds, who had joined with his force, was off the heights and in the plain below. The column moved out through a ravine on to the Martinsburg road in perfect order, although all were fully conscious that, if the enemy received intimation of our evacuation, they would shell us, which, in the darkness, would render our retreat disastrous in the extreme; but as we moved no wagons, not even an ambulance, the noise did not attract their attention. The whole body moved on as rapidly and noiselessly as possible without interruption until about 4 miles out of Winchester, when General Elliot reported an attack upon his advance by rebel outposts, who retired upon his approach. General Milroy immediately galloped to the right, and found the rebels strongly posted in the woods on the brow of an eminence that commanded the road, and supported by a battery. The regiments on the right were ordered into line and to charge on the enemy, which they did, so that the lift and center might file past in the rear. General Milroy fearlessly exposed himself and led the attack in person. When near enough to render it effective, they opened on us with the most destructive fire,, both from their infantry and artillery. Our lines were unable to stand the galling discharge, but broke and fell back in confusion, when they were again formed, called upon to rally and follow their general, and led to the charge the second time. At the same moment an aide was dispatched to the left, to bring up the command of Colonel McReynolds, and hurl it on their flank simultaneously with the advance of our columns on their center, but his force was not in sight, having moved round our rear through the woods and passed on. Our men succeeded in driving the rebels back from their pieces, and just as the caissons were in our possession an entire division rose up suddenly in front of us, and advanced, delivering their fire, and at the same time another battery was seen rapidly approaching down the hill, which induced the general to give the order to fall back, which we did, and formed in the road as well as the shattered condition of our forces would allow, advancing up the road toward Martinsburg, halting occasionally for stragglers to come up. The rebels did not pursue us at all, and we struck for the Charlestown pike. We passed through Smithfield, and there learned that the rebels were in force at Bunker Hill, some 15, 000 strong. We passed rapidly on without halting, passing around Charlestown, leaving it to our right. We moved on, making no stops, and reached Harper's Ferry about 2 p. m. June 15, having fought two battles and marched nearly 40 miles inside of twenty-four hours.

Very respectfully,

Fred. A. Palmer,

Captain, and Aide-de-Camp.

Lieutenant Colonel Donn Piatt, Chief of Staff.