in time to participate in their defense, notwithstanding I had made all possible haste to do so from the moment I was awakened by the report of the firing of our pickets. I was only in time to meet our flying forces coming to the rear, and from their numbers, as well as their reports, I was at once convinced not only that the works were irretrievably lost, but that the panic amongst our troops was so great as to preclude the possibility of their being speedily rallied by the individual efforts of officers. I at once hastened toward the headquarters of colonel Thoburn, commanding the division, to inform him of the nature and extent of the disaster, and suggest that we should immediately get a line formed by the forces occupying the field to our rear, consisting in part of the Second Division, to arrest our flying command and afford us such support that we might be able to rally and reform in their rear. I met the colonel near his headquarters hastening toward the scene, who upon hearing my report and suggestion assented to the later, but, as if to assure himself by a personal inspection, hastened forward. I passed at once to the point indicated, and found the forces there rapidly forming for action, but before the proposed arrangement could be effected the forces on their left were being assailed by the enemy and becoming engaged; at the same time our fugitives were beginning to pass through their intervals in considerable numbers, continuing their progress to the rear.

from this time I labored assiduously for the next two hours to arrest the retrograde movement of the command and form it for use. In this labor, which was rendered very difficult by the fact that the whole left of our line, consisting of the Second Division and then in turn the Nineteenth Corps, was being steadily driven back in more or less confusion by heavy columns of the enemy that had completely succeeded in turning our left, and were in their turn contributing largely to swell the numbers who were in disorder attempting to find their way to the rear. In these efforts I was carried back as far as the fields to the right of Middletown, having been joined and aided in my efforts by the general commanding and various members of his staff and also of the staff of the colonel commanding the division. By this time we had arrested and brought together a sufficient number of officers and men to justify an attempt on our part to aid in checking the enemy's advance, and were directed by the general commanding to a point of the line in the woods on the right of the Nineteenth Corps. In our advance toward these woods we were joined by Lieutenant-Colonel Wildnes, commanding First Brigade, and Colonel Wells, commanding Fifteenth West Virginia, each of whom brought a considerable accession to our strength. This force, now numbering 300 or 400 men, was pushed forward into the woods, driving back the enemy and holding the woods until its withdrawal was rendered imperative by the giving way of our lines on our left as also by movement of the enemy to turn our right. We now retired to a point about a mile to the rear, where the general commanding selected a position for collecting together and reforming as much as possible of his command, and after two or three hours spent in efforts to this effect the division was raised to about half its maximum strength, and under the direction of the general commanding was directed to an elevated position on the left of the Winchester pike, where it was disposed for the support of a battery and held in reserve, with the remainder portion of his command, until our now reformed and advancing lines called for our being put in motion, when we were directed to the front, and without encountering a foe advanced and reoccupied the ground from which we had been driven in the morning,