road from Middletown toward Front Royal, and to oppose the advance of the rebels by that route at all hazards.

The main column was put in march at about 10 a. m. At Middletown I found a part of the train in some confusion from the demonstrations made by the rebel cavalry, but no considerable force presented itself until the head of our force had passed Newtown. At this point Colonel Donnelly encountered and rapidly drove away a large body of the enemy's cavalry by a spirited movement of the Forty-sixth Regiment Pennsylvania Volunteers, with a section of artillery.

Anticipating, from reports received on the route, a stout resistance in front, the leading regiments of the column moved in compact order to within 6 miles of Winchester. At this point five companies of Michigan cavalry were detached as a reconnoitering party, under Colonel Brodhead, who, though suffering from a severe illness, volunteered to mount his horse and lead his command to observe the road leading toward Winchester. At the same time reports were brought that the center and rear of the train had been seriously attacked and were further threatened. The Second Massachusetts, Twenty-seventy Indiana, and Twenty-eighth New York, with several pieces of artillery with great spirit and success. The Second Massachusetts Volunteers, Lieutenant-Colonel Andrews, was particularly engaged, and suffered considerable loss in vigorously resisting the advance of the rebels until some time after midnight. Colonel Gordon, commanding Third Brigade, personally joined this rear guard, and supervised its operations until late in the night.

Having received a report from Colonel Brodhead that the town of Winchester was still in our possession, the head of the column was put in motion, but halted again near Kernstown, to be in position to re-enforce the rear guard should it be seriously menaced. No unfavorable reports coming in, Colonel Donnelly was ordered to occupy, with his brigade in bivouac, the ridges nearest the town, on both sides of the Front Royal road, and Colonel Gordon, with his brigade, the hills near the town, which command the road from Strasburg.

It was after dark before the first regiments were in position, and nearly 1 o'clock in the morning before the last came in. Most of the regiments had marched fully 30 miles, and some more, and all had been under arms since daylight without food, or at most with but one meal. Fortunately, some of the severe labor of outpost and picket duty was assumed by companies of the Tenth Maine Infantry and First Maryland Cavalry, though the opportunities of rest were much disturbed during the night by constant attack upon our outposts.

Before daybreak on the morning of the 25th I received the verbal order of the major-general commanding-based upon reliable information that the enemy were in overwhelming force before us-to send back the trains of the division toward Martinsburg. At the same time I was notified of his intention to offer such resistance to the rebels as would develop with more certainty their strength and give time for our transportation wagons to move clear of the route of our retreat. The enemy gave us little time to correct our own position or to reconnoiter theirs. They opened with their rifled guns at the earliest dawn, and began the movement of their masses on both flanks for attack immediately afterward.

Before I arrived on the ground the two capable commanders of brigades had made such disposition of their troops as seemed most