was not surprised in camp, because Rosser had commenced the attack on that flank about the same time as the attack on the other, and the firing on the left gave that corps sufficient time to form and move out of camp, and it was found posted on a ridge on the west of the pike and parallel to it, and this corps offered considerable resistance. The artillery was brought up and opened on it, when it fell back to the north of Middletown and made a stand on a commanding ridge running across the pike. In the meantime the enemy's cavalry was threatening our right flank only Lomax's old brigade, numbering about 300 men, it became necessary to make dispositions to prevent a cavalry charge, and a portion of the troops were moved to the right for that purpose, and word was sent to Gordon, who had got on the left with his division, and Kershaw, who was there also, to swing round the advance with their divisions, but they stated in reply that a heavy force of cavalry had got in their front, and that their ranks were so depleted by the number of men who had stopped in the camps to plunder that they could not advance them. Rosser also sent word that when he attacked the cavalry he encountered a part of the Sixth Corps supporting it; that a very heavy force of cavalry had massed in his front, and that it was too strong for him, and that he would have to fall back. I sent word to him to get some position that he could hold, and the cavalry in front of Kershaw and Gordon having moved toward Rosser, they were moved forward and a line was formed north of Middletown facing the enemy. The cavalry on the right made several efforts to charge that flank, but was driven back. So many of our men had stopped in the camp to plunder (in which I am sorry to say that officers participated), the country was so open, and the enemy's cavalry so strong, that I did not deem it prudent to press farther, especially as Lomax had not come up. I determined, therefore, to content myself with train to hold the advantages I had gained until all my troops had come up and the captured property was secured. If I had but one division of fresh troops I could have made the victory complete and beyond all danger of a reserve. We continued to hold our position until late in the afternoon, when the enemy commenced advancing, and was driven back on the right center by Ramseur, but Gordon's division, on the left, subsequently gave way, and Kershaw's and Ramseur's did so also, when they found Gordon's giving way, not because there was any pressure on them, but from an insane idea of being flanked. Some of them, however, were rallied, and with the help of the artillery the army was checked for some time, but a great number of the men could not be stopped, but continued to go the rear. The enemy again made a demonstration, and General Ramseur, who was acting with great gallantry, was wounded, and the left again gave way, and then the whole command, falling back in such panic that I had to order Pegram's and Wharton's commands, which were very small and on the right, to fall back, and most of them took the panic also. I found it impossible to rally the troops. They would not listen to entreaties, threats, or appeals of any kind. A terror of the enemy's cavalry had seized them, the there was no holding them. They left the filed in the greatest confusion. All the captured artillery had been carried across Cedar Creek, and a large number of captured wagons and ambulances, and we succeeded in crossing our own artillery over, and everything would have been saved if we could have rallied 500 men, but the panic was so great that nothing could be done. A small body of the enemy's cavalry dashed across Cedar Creek above the bridge, and got into the train and artillery