order of battle, came out from their cover and approached my brigade. They were received with a destructive fire of musketry, poured in from all parts of my line that could reach them. Confident in their numbers and relying upon larger sustaining bodies (suspicious of which behind the covering timbers in our front were surely confirmed), the enemy's lines moved on, but little shaken by our fire. At the same time, in our front, a long line of infantry showed themselves, rising the crest of the hills just beyond our position. My little brigade, numbering in all just 2,102 in another moment would have been overwhelmed. On its right, left, and center immensely superior columns were pressing. Not another man was available; not a support to be found in the remnant of his army corps left General Banks. To withdraw was now possible; in another moment it would have been too late.

At this moment I should have assumed the responsibility of requesting permission to withdraw, but the right fell back under great pressure, which compelled the line to yield. I fell back slowly, but generally in good order, the Second Massachusetts, in column of companies, moving by flank; the Third Wisconsin; in line of battle, moving to the rear. On every side above the surrounding crest surged the rebel forces. A sharp and withering fire of musketry was opened by the enemy from the crest upon our center, left, and right. The yells of a victorious and merciless foe were above the din of battle, but my command was not dismayed. The Second Massachusetts halted in a street of the town to reform its line, then pushed on with the column which, with its long train of baggage wagons, division, brigade, and regimental, was making its way in good order toward Martinsburg.

My retreating column suffered serious loss in the streets of Winchester. Males and females vied with each other in increasing the number of their victims, by firing from the houses, throwing hand grenades, hot water, and missiles of every description. The hellish spirit of murder was carried on by the enemy's cavalry, who followed to butcher, and who struck down with saber and pistol the hapless soldier, sinking form fatigue, unheeding his cries for mercy, indifferent to his claims as a prisoner of war.

This record of infamy is preserved for the females of Winchester. But this is not all. Our wounded in hospital, necessarily left to the mercies of our enemies, I am credibly informed, were bayoneted by the rebel infantry. In the same town, in the same apartments where we, when victors on the fields of Winchester, so tenderly nursed the rebel wounded, were we so more than barbarously rewarded. The rebel cavalry, it would appear, give no quarter. It cannot be doubted that they butchered our stragglers; that they fight under a black flag; that they cried as they slew the wearied and jaded, "Give no quarter to the damned Yankees."

The actual number of my brigade engaged was 2,102.

In estimating the force of the enemy I turn for a moment to the movement of the First Division from Strasburg to Winchester on the preceding day, the 24th, and my engagement with the enemy during the march, which assured me of their presence in great force upon our right flank.

The capture and destruction of Colonel Kenly's command (First Brigade) on the 23rd at Front Royal while guarding our railroad communication with Washington and the facts set forth in my report of my engagement on the 24th tended to a conviction of the presence of a large force under General Ewell in the valley of the Shenandoah. The union of Jackson with Johnson, composing an army larger by many thousands