marched in rather an oblique line. Now the pieces in our front were all silenced. Here many were shot down, being then exposed to a heavy fire of grape and musketry upon our right flank. Now all apparently had forsaken us. The two brigades (now reduced to mere squads, not numbering in all 800 guns) were the only line to be seen upon that vast field, and no support in view. The natural inquiry was, What shall we do? and none to answer. The men answered for themselves, and, without orders, the brigade retreated, leaving many on the field unable to get off, and some, I fear, unwilling to undertake the hazardous retreat. The brigade was then rallied on the same line where it was first formed. In this engagement, I observed with pride the conduct of many officers and men, but must beg especially to mention that of Lieutenant [J. Maclin] Smith, Thirteenth North Carolina, and Lieutenant [M. M.] Gillon, Thirty-fourth North Carolina, whose conduct was meritorious of all honor. We remained in line of battle near this place until the evening of the 4th, when we retreated to Hagerstown, where we arrived on the 7th and remained until the 11th, and were then drawn out in line of battle, and remained so until the night of the 13th, during which time the enemy were drawn up in our front, but remained inactive, excepting some skirmishing, which resulted in loss on our part of 2 killed, several wounded, and several captured. Then commenced our retreat to Falling Waters, and we arrived there at 10 o'clock on the morning of the 14th; and, while resting for a few hours ere we crossed, whether it was in order to cross over the wagon trains, artillery, &c., I cannot say, but just as we were moving out to cross the river, were attacked by a squad of cavalry, which caused some detention. Then, all being quiet, I moved off, as directed, toward the river, but ere I had gone more then 300 yards, I was ordered by General Heth to take the brigade back to the support of those who were acting as rear guard; and, having done so, I took a position on the right of the center, which point appeared to be threatened, but was immediately ordered by General Heth to form the brigade on the extreme left; and having formed the brigade, as directed, by moving there in quick time (being informed that that point was threatened), I found the men were quite exhausted from pressure of heat, want of sleep, want of food, and the fatigue of marching; and at this very moment I found the troops on our right giving way, whereupon I sent Lieutenant [J. D.] Young, acting aide-de-camp, to rally the, which he did after some time. Then I was ordered to join on their right, and, while making a move to this effect, ere we had come to the top of the hill on which they were, I rode forward, and saw the whole line in full retreat some 200 or 300 yards to my rear; the enemy were pursuing, and directly between me and the bridge. The move, I understand since, was made by order, but I received no such orders, in consequence of which I was cut off. But i filed directly to the rear, and struck the river some three-quarters of a mile above the bridge, and then marched down the river; but the enemy had penetrated the woods, and struck the river between us and the bridge, and so cut off many of our men who were unwilling to try to pass, and captured many more who failed from mere exhaustion; so in this unfortunate circumstance we lost nearly 200 men. Having recrossed the Potomac, we moved, as did the division, without any engagement until we came to Culpeper Court-House, Va.,