Pushing on at a rapid rate until we reached Strasburg we were joined by the remainder of General Banks' command, when, with the whole train, numbering some 500 wagons, in front, we again took up the line of march for Winchester. When within a short distance of Middletown an alarm in front caused a stampede of teamsters, sutlers, and civilians, who came rushing back upon us in the wildest confusion.

Receiving orders from Colonel Donnelly to hasten to the front, I ordered my regiment to unsling knapsacks, load at will, and, marching through Middletown at a double-quick, halted about halt a mile beyond the town.

Again ordered forward, we reached Newtown, through which we moved at a double-quick, driving the enemy's cavalry before us, and filing to the right at the end of the town I threw Companies A and K forward as skirmishers and drew up in line of battle in a woods,supporting a section of artillery, which shelled the enemy's cavalry and drove them into a woods about a mile beyond.

Again ordered forward, we arrived at Winchester at 9 o'clock p.m., taking position on the Front Royal road about a mile from the town and bivouacked, my men being entirely without blankets, overcoats, or food.

During the night heavy firing from the pickets in front kept us constantly on the alert, and before daybreak I paraded my regiment under arms.

At 4.30 a.m. our pickets were drawn in, and immediately after a battery of rifled pieces on a hill about a mile distant opened a brisk fire upon us. Seeing the exposed condition of my regiment I moved behind a piece of rising ground, and closing column in mass was comparatively sheltered from the enemy's shell, keeping a sharp lookout, ready to deploy should the infantry of the enemy make their appearance. Whilst moving to the rear, however, a large body of infantry, under cover of the rising ground behind which we had taken position, approached to within 100 yards, and from behind a stone wall opened a heavy fire upon us. Deploying my regiment, a severe engagement ensued, when, finding their position gave them great advantage, my regiment being in an open field, I ordered a charge to be made and drove them back with terrible slaughter. As they fell back in confusion the Fifth Connecticut Volunteers, on our left, poured into them a most galling fire, which did great execution.

At this juncture I received orders to support a section of Best's artillery on an eminence in our rear, and accordingly fell back midst a raking fire of shot and shell to the position assigned me, which we held securely until we received orders to retreat, when we moved through the town in perfect order, the citizens firing upon us from the houses in an inhuman manner.

Seeing large numbers of the enemy within a short distance of our rear I halted the regiment, determined to drive them back, when the number of stragglers (soldiers and citizens) between us caused me to refrain.

After a fatiguing march under fire of the enemy's artillery, who pursued us within 3 miles of Martinsburg, during which the regiment was twice halted and drawn up in line of battle, temporarily checking the vigor of the pursuit, we reached the Potomac opposite Williamsport at 10 o'clock p.m.

To the field officers, Lieutenant-Colonel Selfridge, Major Mathews, and Adjutant Boyd, I am particularly indebted for the prompt and efficient manner in which they supported me, inspiring the men with