pike, threw up a breast-work of rails, and replenished our ammunition. During this retrograde movement the enemy did not press us, they having received too hot a blast already. Our skirmishers line, under command of Captain Sumner, First Maine Volunteers, was wheeled so as to be perpendicular to the Winchester pike, the left resting near it and the right connecting with the skirmish line of the Second Brigade, and placed under cover of a stone wall.

The main line was again ordered to retire and oblique to the right so as to gain ground toward the Winchester pike. General L. A. Grant ordered a position to be taken on a crest of a hill about one mile and a half in rear of Middletown, but this order was countermanded by General Getty, and the brigade placed in single line about one mile from Middletown, on the right of the Winchester pike and extending across and perpendicular to it, connecting with the Second Brigade on our right and on our left with the cavalry. We then threw up a slight breastwork of rails and remained in this position until 1 p.m., when the Second Brigade was withdrawn, and their position taken up by the Forty-ninth New York, Forty-third New York Volunteers, and a battalion of heavy artillery belonging to a provisional brigade, which had wandered to the front and was ordered by Lieutenant-Colonel French into the position. The Sixty-first Pennsylvania Volunteers were thrown forward as skirmishers, resting their left on the pike and their right on the skirmishers of the First Maine. About 3.30 p.m. the Second Brigade resumed their former position, and the Forty-third New York and Forty-ninth New York theirs, and the heavy artillery battalion went to join their command to the rear. About 4 p.m. we were ordered to advance, the line being then formed from right to left, in the following order: Seventy-seventh, Forty-ninth, One hundred and twenty-second, Forty-third New York Volunteers, First Maine Veteran Volunteers. In advancing we were ordered to guide left on the Winchester pike, but to move very slowly, so as to allow the brigades on the right to gain ground in advancing, that the whole division might execute a change of direction to the left. This brigade was ordered to commence the movement, which was done, but the brigade on our right did not gain ground as fast as was expected, and we had advanced about 250 yards, when the enemy opened on us with canister from a battery behind the mill, and infantry fire from a line posted behind a stone wall in our front and right, and whole fire upon the troops on our right was masked by houses and the nature of the ground; also a battery on the left opened directly upon that flank. This enfilading artillery fire on both flanks and heavy musketry caused the brigade to waver, and as there was no protection or cover in front we were ordered to fall back, it being intended to retire a short distance until the troops on our right should advance and divide the enemy's fire, but the nature of the ground afforded no cover until the position occupied during the day was reached, where the troops were speedily reformed and advanced at a double-quick, and took possession near Middletown of a stone wall, from behind which we engaged the enemy for a short time, when another charge of the whole line was ordered. We advanced at a double-quick, and when near Middletown the battery which had played into our left was seen in position, and the left of the regiments supporting it not over fifty yards distant from the pike. About twenty men of the Forty-third New York Volunteers and First Maine Veteran Volunteers opened fire on their flank and charged; the battery limbered up and retired at a run, accompanied by the supports. Our men passed through the town, formed themselves again, opened fire on the flank of the same battery,