We had been halted some twenty or thirty minutes when shots were heard in the direction of the enemy, and our pickets were seen being rapidly driven in by the enemy's skirmishers, who were issuing from the border of the woods, supported by cavalry in the road. The enemy's skirmishers kept up a brisk fire, while his cavalry formed and threatened to make an immediate dash upon us. Being near Lieutenant-Colonel Douty at the time, he requested me to let him take my field glass to enable him to make a more minute observation of the enemy's movements, and directed me to make such arrangements and disposition of our force as would, in my judgment, best resist the charge with which we were momentarily threatened. Whereupon I ordered the rear guard, which were formed by fours in the road, to be strengthened by the addition of one company, and the remainder of the company, of which the rear guard formed a portion, and their flanks, supported by two companies drawn up in line on their right and left, in the adjoining fields. The residue of our command being formed in column of fours at some distance in our rear, occupied a position commanding the roads diverging from the chapel and its vicinity, with orders to support us if our lines should be broken. This formation had been completed but a few moments when the front of the enemy's cavalry was seen to oblique to the right and left, simultaneous with which the booming of artillery and the screeching of spherical shells, which were falling in rapid succession in our front and on our left rear, gave unmistakable evidence of the strength and manifest intention of our wily foe, being no less (as I then conjectured and afterward learned from them while in duress to be correct) than the immediate possession of Middletown, which would enable Jackson to cut off the baggage trains and more effectually intercept the passage of our retreating column, this movement of Jackson being part of the programme of the day.

Rebel programme: Ewell's force, 12,000 strong, marched from Front Royal at 4 o'clock a. m. of 24th by way of the Front Royal and Winchester pike, with orders to cross over to the winchester and Strasburg pike between Kernstown and Winchester, to secure the possession of the last-named place with its stores, the occupation of which would secure to them nothing less than the total defeat and capture of your command and cut off all possibility of succor or retreat. Jackson some four hours later, with his Stonewall Brigade, supported by Elzey's division, in all numbering about 13,000, moved upon Middletown, in anticipation of an attack upon his flank in the direction of Front Royal, thence to Strasburg, with the view of surrounding you at that point, and in the event of his being foiled there to pursue your column with such vigor and rapidity as to render the destruction of your gallant little army inevitable. This being done, the accomplishment of which they did not doubt, would leave the route clear for a demonstration on Washington, in which they were to be aided by their rebel sympathizers, whom they claimed had already risen in Baltimore.

From the,manner and vigor of the attack, together with the arms employed by the enemy, there was no longer any doubt in my mind respecting the character and purposes of our assailants. i immediately suggested to Lieutenant-Colonel Douty the necessity of moving our main force beyond the range of the enemy's artillery, while the rear guard would cover them as they retired and resist a dash with which we seemed again to be threatened by the enemy's cavalry, and that a dispatch be prepared stating the fact that the enemy had appeared in such force and with such arms as to leave no doubt of their being the advance guard of a very considerable force; that we were falling back