ceived orders to move one brigade across to the ridge in rear of Kernstown. I started in person with Colonel Ely's brigade (the Second), leaving Colonel Wells, commanding First Brigade, to occupy the woods. Shortly afterward an order was sent to him to move forward through a long belt of woods upward of a mile in length, running west of Kernstown and parallel with the pike. In the mean time I arrived with the Second Brigade at the place indicated, when, in obedience to orders from General Crook, I proceeded to the front and formed line of battle to the left of Colonel Mulligan's division, where I was to hold my command in readiness to charge the enemy in the wood 500 yards to our front so soon as Colonel Mulligan's line moved forward. Colonel Wells was at the same time directed to halt his command when he had advanced upon a line with the Second Brigade, and keep a strong skirmish line to his front. The wood in which he was moving was about 1,000 yards from the right of the Second Brigade. Colonel Ely's skirmishers became at once hotly engaged with the enemy. Colonel Mulligan's division did not move forward as was expected, and an order came to me from General Crook to move forward with my brigade at once and drive the enemy out of the woods. A few minutes previous to the reception of this order I had observed indications of a movement of the enemy to my right flank, and about the same time had received information from Colonel Wells to the same effect. This having been communicated to General Crook, I deemed it best to defer the forward movement until he could be again heard from, as a forward movement would expose my right flank to an attack from the enemy. In a few minutes orders came not to move forward, but to move toward the right, and until the First and Second Brigades [sic] and move forward upon the enemy at once. While this was being done the enemy's sharpshooters and skirmishers annoyed my line with a very brisk fire just as the right of Colonel Ely's brigade had reached the wood in which Colonel Wells was posted. I received orders from General Crook to fall back slowly and in good order. I directed the skirmish line to be kept in its position as long as practicable, and had the command move to the rear by left of regiments, so as to enable the whole command to move in low ground under cover from the enemy's fire. My command retired without any loss, except to the skirmish line, which suffered severely, a great many of whom are supposed to have been captured.

On reaching the hill south of Winchester and west of the pike I was directed to form line of battle and hold the enemy in check as long as possible. Colonel Ely's brigade was formed in line upon this hill, having a strong skirmish line out to the front, which was soon warmly engaged. I sent Colonel Wells with his brigade to the next hill, upon which the old fortifications stand, with instructions to take a good position and hold it until the Second Brigade had passed him. Colonel Ely's brigade held the position on the hill until our command had all passed through and beyond the town, except a brigade of Colonel Duval's, which was several hundred yards to our right, when the enemy's movements upon his left flank compelled him to fall back in order to prevent the enemy from getting to his rear. His command retired in good order, with the exception of the dismounted cavalry, which were with difficulty prevented from breaking and running. Seeing the difficulty of keeping them in order, I directed Major Sawyer to move at once to the rear and follow the train.