By John D. Imboden, Brigadier-General, C.S.A.

ON the retreat of General Lee from Gettysburg, in July, 1863, he was not pursued by the Federal army into the Shenandoah Valley. After resting there and recuperating his shattered forces for a short time he crossed to the east side of the Blue Ridge July, 1863, he assigned me to the command of "the Valley District," comprising the country west of the Blue Ridge and as far south as James River in Botetourt County. This district had been constituted a separate territorial command in 1861-62 for " Stonewall" Jackson and , its boundaries were not changed during, the war. When I took the command it was so little menaced that I had only my own brigade of cavalry and mounted infantry and General Gabriel C. Wharton's infantry brigade, McClanahan's six-gun battery, McNeill's Rangers, and two small battalions of cavalry under Major Harry Gilmor and Major Sturgis Davis, of Maryland; in all not exceeding three thousand effective men of all arms. I was a native of the valley , acquainted with nearly all its leading inhabitants, and perfectly familiar with tho natural features and resources of the entire district.

After General Lee retired to the Upper Rappahannock in the latter part of July, 1863, the Federal troops that were left in my front were posted to protect the Baltimore and Ohio Railroad, and rarely ventured more than a few miles from it, In this state of quietude General Lee shortly ordered General Wharton with his brigade to rejoin his division east of the Blue Ridge.

During the fall of 1863 and winter of 1863-64 nothing of much importance occurred in the valley. We frequently raided the railroad, destroying bridges and trains as we could, and capturing some small detachments posted and fortified on the railroad or found scouting too far from it. In December, 1863, General Averell made a daring raid from New Creek with about four thousand cavalry. We prevented his getting into the Shenandoah Valley to strike at Staunton. But in " shying" him off from that point we caused him to sweep on behind the North Mountain range, where he struck the Virginia and Tennessee Railroad sixty odd miles west of Lynchburg, and destroyed the army stores accumulated there, and then made his escape back to his base.

By the month of April, 1864, information reached us that General Sigel had established himself at Winchester, and was preparing for a forward movement with over eight thousand infantry, twenty-five hundred cavalry, and three or four field-batteries. On the 2d of May I broke camp at Mount Crawford, in Rockingham County, something over seventy miles from Winchester, and moved to meet Sigel and find out as far as possible his strength and designs and report the facts to General Lee. I had with me the 62d Virginia Infantry, mounted, Colonel Geo. H. Smith ; the 23d Virginia Cavalry, Colonel Robert White ; the 18th Virginia Cavalry, Colonel George W. Imboden ; Major Harry Gilmor's Maryland battalion of cavalry; a part of Major Sturgis Davis's Maryland battalion of cavalry, Captain J. H. McNeill's Rangers, Captain J. H. McClanahan's excellent six-gun battery of horse artillery, and Captain Bartlett's Valley District Signal Corps. I had ordered General Wm. H. Harman at Staunton to notify the "reserves'' (militia) of Rockingham and Augusta Counties, consisting of men over forty-five and boys between sixteen and eighteen years of age, and all detailed men on duty in shops, at furnaces, etc., to be ready to move at a moment's notice. A similar notification was sent to General Francis H. Smith, Commandant of the Virginia Military Institute at Lexington, where there were about three hundred cadets under eighteen years of age at school.

(1) My veteran troops, " effective present," numbered but 1492 men when we left Mount Crawford on the 2d of May, to which should be added about 100 men scouting either in front of or behind Sigel. Harman's "reserves" did not amount to one thousand men, and these were undisciplined and armed mostly with hunting-rifles and shot-guns. This was the total scattered and incongruous force in front of Sigel in the valley the first week in May.

The 1500 or 1600 veterans, with their horses, were in splendid condition for hard service.

On May 5th we reached Woodstock, Sigel then being ay about twelve miles distant.

By the aid of my scouts and the citizens, almost the exact strength of Sigel had been ascertained, and all his preparations made known to us ; these were very fully and promptly reported by wire from New Market to General Lee. I also made the most earnest appeals to him to send more troops to the valley at once. About eleven thousand men were reported in my front. The Signal Corps in the mountains West of us reported a force of 7000 men at Lewisburg, only a, little over 100 miles

(1) As the war progressed conscription had to be resorted to to fill the Confederate ranks. It embraced all classes between eighteen and forty-five y cars of age. Conscription was therefore, for the time, almost fatal to the colleges and the institutes. Colonel Smith, however, resolved to keep open his school. He reduced the regulation age for admission from eighteen to sixteen years: This was below the conscript age, and soon the institute was filled to repletion with three hundred boy s, all it would hold. But under State laws even they were a part of the "reserves," a militia force liable to be called out in emergencies.-J. D. I. west from Staunton, apparently awaiting Sigel's movements to cooperate with him. General Lee's reply was to the effect that he was sorely pressed by Grant and needed all his men, at least for a few days, and he ordered me to retard Sigel's advance in every way I could, taking care not to be surrounded and captured. But fortune favored us in a most unexpected way. Early in the afternoon of Sunday, the 8th of May, Captain Bartlett announced from his signal station on top of the Massanutten Mountain, overlooking Strasburg, that two bodies of cavalry, which he estimated at one thousand men each, had left General Sigel's camp in the forenoon, the one moving across the North Mountain westward on the Moorefield road, and the other eastward through Front Royal, passing that town and taking the road leading through Chester Gap.. These facts convinced me that Sigel, before venturing to advance, meant to ascertain whether he had enemies in dangerous force within striking distance on either flank; an investigation which would consume several days. As there were no troops, except my little band, nearer than General Lee's army, it was manifestly important to attack these detachments as far from Strasburg as possible and delay their return as long as possible. I summoned Colonel Smith, of the 62d, to my headquarters, and informed him confidentially of my intention to take the 18th Regiment Colonel Imboden's McNeill's Rangers, and two guns of McClanahan's battery and that night cross the North Mountain through a pass called "The Devil's Hole," and intercept the enemy on the Moorefield road on Lost River in Hardy County, more than twenty miles from Strasburg, and either capture or defeat them ; knowing that in the latter event we could drive them via Romney across the Potomac and into Maryland, Leaving Colonel Smith in command at Woodstock, it was given out that I was about to move camp some five or six miles back toward the North Mountain in search of better grazing for our horses. This ruse was practiced to prevent any Union man (and there were plenty around us) from taking the information of the movement to Sigel that night. We set out from Woodstock about 4 p. m. on Sunday across the North Mountain, and, having accomplished the purposes of the expedition, on Monday, late in the night, reached Mount Jackson, where I found Colonel Smith, who, in the exercise of a sound discretion, had fallen back from Woodstock, leaving only amounted picket at Fisher's Hill, and relays of couriers to report any advance by Sigel.

Immediately on my return to Mount Jackson I learned from Major Harry Gilmor, who had been sent across by Luray to get tidings of the other body of cavalry that had left Sigel on Sunday morning, that he had been to the top of the Blue Ridge and had there met fleeing citizens from Rappahannock County who said that this consisted of the 1st New York Cavalry under Colonel Boyd, five hundred strong, and that they had been taking things leisurely and without molestation, on the east side of the mountain, and had stated to citizens where they camped that they were coming on to New Market by the middle of the week to rejoin General Sigel at that place. Upon this information we laid a trap for Colonel Boyd, and on Wednesday we captured 464 men, nearly all of this force. These mishaps to General Sigel's flanking parties of cavalry, sent out the previous Sunday, secured us the all-important few days' respite from his dreaded advance, and enabled General John C. Breckinridge, from south-western Virginia, to reach the valley with something over 2500 of his best veteran troops to be united with mine for a battle with Sigel wherever we might chance to meet him.

In 1864 the village of New Market had a population of about one thousand. Its site is one of the most beautiful in the far-famed Shenandoah Valley. The north fork of the Shenandoah River flows behind a range of hills that rise gently to a height of perhaps four hundred feet north-west of the town. These hills were cleared and in cultivation on their slope facing the town, and at their foot runs the valley turnpike, the main street of New Market and the great highway of the valley during the war. About a mile east and south of the turnpike flows Smith's Creek, a mill-stream, at the foot of the rugged Massanutten Mountain, which, from Strasburg to near Port Republic, separates the Luray or Page Valley from the Shenandoah Valley for a distance of over forty miles. Luray and New Market are connected by a mud-pike which crosses the Massanutten Mountain through a slight depression or gap four miles from New Market. Five miles north-east of New Market the valley turnpike crosses the north fork of the Shenandoah, on the boundary of the celebrated " Meem Plantation." Rude's Hill, one mile nearer New Market than the river at the bridge, overlooks the whole of the Meem bottoms from an elevation of perhaps seventy-five or one hundred feet. No place in the great valley was the scene of more conflicts than the Meem bottoms and Rude's Hill. From this hill to New Market, four miles, the country is undulating, and was cleared and in a high state of cultivation. Between New Market and Smith's Creek, where the road to Luray crosses it, there was in 1864 a body of perhaps one hundred acres or more of woodland, and the town and its outskirts were ornamented with many orchards. From about the center of the town a deep little valley, or rather ravine, leads to the north fork of the Shenandoah River, and cuts the range of hills back of the town at right angles, the hills being higher on the south-west side of this ravine than those on the north-east side. This description of the town and country is necessary to a clear understanding of the movements on both sides in the battle of May 15th.

On Thursday, the 12th, General Breckinridge telegraphed me his arrival at, Staunton on his way to my assistance, and sent forward a staff officer to inform me more fully of his strength and movements. We spent Thursday and Friday in perfect quiet at New Market, awaiting Sigel from the north-east and ?-Breckinridge from the south-west, being well-informed of the movements of each.

General Sigel's advance was so slow and cautious that on Saturday morning, the 14th, information from the front indicated that he would not attempt to pass Meem's bottoms or Rude's Hill that day. Learning about 10 o'clock that Breckinridge and his staff would reach Lacy Springs, ten miles from New Market, by noon, I mthere to meet and confer with him, leaving Colonel Smith of the 62d in command during my absence. The general came as expected and invited me to remain for dinner. Whilst we were at table a courier arrived with a message from Colonel Smith to me that Sigel's cavalry, 2500 strong, had reached Rude's Hill, and that Colonel Imboden of the 18th was falling back skirmishing, but was so vigorously pressed that he, Smith, had formed line of battle just west of the tow n to cover the 18th in its retreat. The courier had come rapidly, but before we left the table the booming of McClanahan's guns broke upon us, and a moment afterward the roar of an opposing battery was distinctly heard. I instantly mounted to go to my men, with orders from Breckinridge to hold New Market at all hazards till dark, and then fall back four miles to the position mentioned above, where he would join me during the night with his troops. One of his staff accompanied me, and in an hour we had ridden the ten miles, stimulated at every jump by the rapid artillery firing, indicating, as we had but six guns there, that they were opposed by at least double their number.

Arriving on the field I found that Colonel George H. Smith had made an admirable disposition of the little command on the west side of the town, forming it in single ranks, and not too close, so as to present the appearance of a much larger force than it was in reality. His line extended from about half-way up the hillside west of the town, away across the turnpike toward Smith's Creek, his right being concealed by the forest in its front. McClanahan was posted on the extreme left, near the top of the hill, which gave him a plunging fire across the town and down upon the enemy's guns occupying ground from one to two hundred feet lower, putting them to the disadvantage of having to shoot up, at a high angle, to reach him at ah. On arriving at his battery I had a full view of the enemy for a long distance, and from what I saw felt no apprehension of any attempt to disloing, and that nothing more serious than an artillery duel was impending. Except their advanced cavalry and artillery no troops had been formed in line. It was afterward reported that a negro from beyond Lacy Springs had made his way down Smith's Creek, and informed General Sigel of the rapid approach of an army from Staunton. He had seen Breckinridge's brigades, and exaggerated their numbers. This false information would naturally have caused General Sigel to advance with great caution after passing Rude's Hill.

Night terminated the artillery firing, and with no serious damage to either side. We still held the town. A rain coming up, it became intensely dark and favorable to our withdrawal. Under cover of the darkness. Sigel moved a large body of his infantry to a plateau north-west of the town, and beyond the ravine running from it to the river. Their camp-fires disclosed their exact position to us.

About two hours before daybreak I was aroused by the light of a tin lantern shining im my face. It was carried by one of the camp guard who knew where to find me on the roadside. I was immediately accosted by General Breckinridge He informed me that his troops would reach that point before sunrise.

About daylight Breckinridge's troops came up, weary, wet, and muddy, and were halted for rest. The general looked over the ground, selected his line of battle, and intended to await Sigel's assault there, expecting, of course, it would occur early in the day. Whilst our horses were feeding, and the men getting something to eat, the general explained to me his plan of the approaching battle. He had brought with him two small infantry brigades, commanded respectively by Brigadier-Generals John Echols and Gabriel C. Wharton. These were veteran troops, and equal to any in the Confederate army, and were ably commanded. He also had Major William McLaughlin's artillery - six guns-and a section of the cadet battery from the Virginia Military Institute, temporarily attached to McLaughlin. He had also ordered out the full corps of cadets,- boys from 16 to 18 years old,-and they were present to the number of 225, under command of Colonel Ship, one of their professors, and an excellent soldier in every sense. The "reserves" from Augusta and Rockingham Counties had also been ordered out, but had not had time to assemble from their scattered homes, and were not up. The entire force, above enumerated and present, of all arms, did not exceed three thousand men. My whole effective force, then present, did not exceed 1600 additional men. My largest regiment, the 62d Virginia Infantry, mounted, had present that day not quite 550 men. They were nearly all three-years' veterans, and never had been whipped, though they had been in many a hard fight. General Breckinridge ordered me to dismount them for the day's work, and said that he would place them and the Cadet Corps together, on the flank of either Echols's or Wharton's brigade, in the center of his infantry line of battle. The rest of my command of about one thousand cavalry and McClanahan's horse artillery were to form the extreme right wing south of the turnpike, and near Smith's Creek.

An hour after daybreak had passed, and the report from New Market was that only a desultory cavalry skirmish was going on in and around the town. The whole country for two or three miles lay before and below, like a map, and a few words of explanation from me as to roads, streams, etc., enabled General Breckinridge to grasp it all; and he remarked after five minutes' study of the scene, " We can attack and whip them here, and I'll do it." He sent orders at once for all the troops to advance as rapidly as possible, and for Major McLaughlin not to wait for the infantry, but to bring on his guns to the hill where we were. I was ordered, as soon as the artillery and infantry came up, to concentrate all my cavalry and with McClanahan's battery take position on our extreme right next to Smith's Creek, to cover that flank. Within little more than an hour these dispositions were all made and McLaughlin " opened the ball." The left flank of our infantry line was well up on the hillside south-west of the town, and probably about 2500 men, infantry and artillery, formed the line on that side of the turnpike, and 1000 on the lower side, McLaughlin's eight guns being on the hillside, or on its summit. With something under one thousand cavalry and McClanahan's battery, I was still nearer Smith's Creek, forming the extreme right, and concealed from the enemy by the woods in our front, which I took care to fill pretty well with mounted skirmishers several hundred yards in advance of our main line.

The battle began in earnest. McLaughlin was working his guns "for all they were worth " under a tremendous fire from the other side. At this stage of the fight the town lay between the contending forces, but owing to its low situation tho shot and shells passed over it. For an hour, perhaps, no small-arms were used. Breckinridge was steadily advancing his infantry line in splendid order notwithstanding an occasional gap made in it by a solid shot or an exploding shell. Sigel had brought up his infantry steadily into line on his side of the little valley or ravine running from the town to the river, where he occupied a wide and high plateau, and from which his artillery was playing upon our line.

Whilst General Breckinridge was advancing the brigades of Echols and Wharton, and the 62d Virginia under Colonel Smith and the cadets under Colonel Ship, and in the face of a most galling artillery fire steadying them everywhere by his personal presence, we on the extreme right were only treated to an occasional random shell thrown through the woods from an invisible battery.

When the infantry had reached the edge of the town, I rode into the woods in my front to ascertain what force, if any, the enemy had immediately beyond the woods, with which we would have to cope when Breckinridge passed beyond the town , as it was evident he would do in the next half hour. I was rewarvery of Sigel's entire cavalry force massed in very close order in the fields just beyond the woods. It was from a battery of theirs that the few stray shots, aimed at random, had reached us through the woods. I moved my command at a "trot march." We swept down Smith's Creek to the bridge on the Luray road, McClanahan's battery following. Moving down the east side of the creek we gained the top of a little hill and unlimbered "in battery " before we were discovered, or at least before a shot was fired at us. The position was a magnificent one for our purpose. It was less than one thousand yards from the enemy's cavalry, and a little in rear of the prolongation of his line. A large part of his cavalry, and that nearest to us, was massed in column, close order, squadron front, giving our gunners a target of whole acres of men and horses. The guns were rapidly worked, whilst my cavalry kept on slowly down the creek as if aiming to get in the enemy's rear. The effect was magical. The first discharge of the guns threw his whole body of cavalry into confusion. They could not change front and face us without great slaughter. They did the next best thing. Being ignorant that the woods in their front were only held by a skirmish-line, they turned to the right about and retired rapidly till beyond our range. In doing this they uncovered one of their batteries, which changed front to the left and exchanged a few rounds with McClanahan. But the rapid retrograde movement of the discomfited cavalry and our flank fire was observed by General Breckinridge, who immediately pushed forward his infantry with great energy under cover of the excellent service of McLaughl by McClanahan, whose shot and shell, now that the cavalry were out of the way, began to fall upon Sigel's infantry flank. Thus pressed in front, and harassed in flank, General Sigel retired his whole line to a new position half a mile farther back, pressed all the time by Echols's and Wharton's brigades, Smith's 62d, and the Cadet Corps. The town was thus passed by our troops, and a little after noon McLaughlin occupied the ground on which the enemy's batteries had been planted the day before, and from which they had been gallantly served all that forenoon.

Every moment the conflict became more desperate. There was one six-gun battery on elevated ground west of the turnpike that was particularly destructive in its fire upon Breckinridge's infantry, and he decided to dislodge or capture it. Its position was directly in front of Smith's 62d regiment of my brigade and the Cadet Corps, and it fell to their lot to silence it by a charge in the very face of its terrible guns. The order to advance upon it was given by Breckinridge to Colonels Smith and Ship. It so happened that when they came to within about three hundred yards of the battery they had to cross a deep rocky gulch, grown up with scrub cedars, thorns and briers, and filled here and there with logs and old stumps. Many men had fallen before Smith and Ship had reached this gulch, but whilst in it they were sheltered by its banks. As it was difficult to get through, Smith and his veterans took their time, gaining thereby a slight breathing-spell before making the deadly run necessary to reach the hostile battery. The boys from the Military Institute were more agile and ardent than Smith's veterans, and got out on the bank first. They suffered severely in the two or three minutes while Smith was getting the 62d out of the gulch, but still they kept their formation till the order was given to charge at "double-quick." The work was then soon done. The guns were captured and also most of the gunners, who stood to them till overpowered. Lieutenant Lincoln, of the 34th Massachusetts, was terribly wounded and fell into our hands. (1)

A wild yell went up when a cadet mounted a caisson and waved the Institute flag in triumph over it. The battery was taken, but at a fearful cost. Neither the 62d nor the cadets had suffered very much loss during the day till that terrible charge. Then the ground was soon strewn with their dead and wounded. The cadets lost 8 killed and 46 wounded, out of 225. (2)

Colonel Smith went into action with about 5:00 men of the 62d. Seven of his ten captains fell between the gulch and the battery, four of whom were instantly killed and three crippled for life. He reported the next day the total casualties of his regiment at 241 officers and men killed and wounded; and nearly all these fell in passing over that deadly three hundred yards up "to the cannon's mouth." My recollection is distinct that the losses in killed and wounded of the 62d and the Cadet Corps constituted over one-half of the casualties of the day in the whole of our little army of about 4500 men.

McLaughlin ran his guns through the town on the smooth, hard macadamized main street, loaded with canister ready for emergencies, and it was well they were loaded, for a cavalry charge was made upon him before the enemy had all left, under McClanahan's fire from across the creek. In an instant as they charged McLaughlin came "into battery," and gave them a blizzard that sent them back hastily to their comrades. Simultaneous with the capture of the battery on the hill, Echols and Wharton charged the whole infantry line, and it gave way. From that time on till night the fighting was desultory and at long range.

When Breckinridge had pursued the enemy about three miles and had come in sight of Rude's Hill, General Sigel halted his batteries on its crest and began shelling our advancing lines. Breckinridge ordered a halt and stationed his batteries in an orchard, on the right of the pike, to return the fire. It was then perhaps 5 P. M. As I had not

(1). Col Lincoln had been caught under his horse, which was killed. The colonel in that sad predicament tried to use his pistol, and only desisted when a cadet threatened to plunge a bayonet through him.-J. D. I.

(2) I had a boy brother, J. P. Imboden, in that corps who was knocked down and disabled for the time by a spent canister-shot as the command advanced from the gulch.- J. D. I.

seen General Breckinridge since the fight began, I rode to the left in search of him. He was soon found at about one hundred yards immediately in rear of McLaughlin's guns, on foot and muddy to the waist. I learned that he had been much of the time off his horse during the whole day, mingling with and cheering his brave, tired, hungry, drenched, and muddy infantry and artillery, to whose lot had fallen the hard fighting all the day long. The general explained the reason for his halting. Nearly every cartridge-box had been empty for an hour. He had sent back for the ordnance-wagons, but kept on pursuing the enemy till the wagons should overtake him. The wagons had come up and the line was halted, and the men were engaged in filling their cartridge-boxes, preparatory to a final charge on Rude's Hill. Whilst we were talking over the events of the day, several shells, aimed at McLaughlin, passed over him and exploded in the orchard near us. I expostulated with the general for so unnecessarily exposing himself, when, by moving one hundred yards to the right or left, he would be out of the line of fire. He laughed and said it was too muddy anywhere else than in that orchard, where the ground was covered with a dense, closely grazed greensward, and that he would rather risk stray shells than wade in the mud again, and that he had sent for his horse to be brought to him there.

At this moment he was informed that all his men had been supplied with ammunition and at once ordered the whole line forward, directing me to oblique the cavalry to the left and move toward Rude's Hill, to which he ordered McClanahan's battery to proceed rapidly down tho turnpike. As soon as Sigel discovered this general forward movement on our side his troops disappeared over Rude's Hill and were lost to view in Meem's Bottoms. McClanahan's battery, under Lieutenant Carter Berkeley, charging like cavalry, on the hard road, reached the hill first and was unsupported for some time, we having a greater distance to go, all the way up to our horses' knees in the mud. When his battery reached the hill the enemy's rear-guard was crossing the bridge over the river. He fired a few times at them, but it was getting too dark to see with what effect. In a little while flames shot up from dry combustibles that had been brought to the bridge and set on fire. The bridge was completely destroyed and further pursuit rendered impossible that night.

If Sigel had beaten Breckinridge on the 15th of May General Lee could not have spared the men to check his progress (as he did that of Hunter, a month later) without exposing Richmond to immediate, and almost inevitable, capture. In view of these probable consequences, there was no secondary battle of the war of more importance than that of New Market. The necessities of General Lee were such, that on the day after the battle he ordered Breckinridge to join him near Richmond with the brigades of Echols and Wharton and what remained of my 62 regiment, leaving me with but about one thousand men at New Market to confront the force we had with so much difficulty defeated on the 15th, causing it to fall back to Strasburg, where, however, it began to reorganize and recuperate for a more formidable advance two weeks later.

We picketed on Rude's Hill, but sent small scouting parties as far as Strasburg, and even beyond. On the 21st General Hunter had superseded Sigel, and at the close of May his advance appeared at. Mount Jackson just beyond the burnt bridge at Meem's Bottoms. The enemy placed a picket at the river.

On the 1st of June Hunter, with his army reenforced to at least eleven thousand men of all arms, drove me out of New Market with my handful of cavalry and six guns. I again reported tho perils of the valley to General Lee. Over eleven thousand men w ere driving me before them up the valley. Generals Crook and Averell, with ten thousand more, were known to be rapidly coming down upon my rear from Lewisburg, and would form a junction with Hunter at Staunton within five or six days unless sufficient reenforcements were sent to the valley at once to defeat one or both of these columns. General Lee replied, as he had done in May, that he could not immediately spare any troops. He directed me again to call out all the " reserves," and to telegraph Brigadier General William E. Jones, then in south-west Virginia, beyond Lynchburg, to come to my aid with all the men he could collect from that part of the State or in east Tennessee. Jones responded promptly that he would join me via Lynchburg and Staunton by the 4th with about three thousand men.

Late in the afternoon of June 2d I was driven through Harrisonburg with some loss. That night I took position on the south bank of the North River fork of the Shenandoah River at Mount Crawford, eight miles from Harrisonburg and seventeen from Staunton. On the 3d Hunter rested at Harrisonburg. That night Jones's troops began to arrive in small detachments, just as they had been posted at many points along the line of the Virginia and Tennessee Railroad west of Lynchburg. My staff and I were up nearly all night organizing these detachments into two small brigades.

At sunrise of the 4th General Jones and staff rode up, having traveled from Staunton during the night. An hour or two later Brigadier-General J. C. Vaughn came up with less than one thousand of his Tennessee brigade of cavalry. The reserves of Augusta and Rockingham counties had assembled to the number of five or six hundred. We thus had, of all sorts of troops, veterans and militia, something less than 4500 men. Of artillery, we had McClanahan.'s six guns, and an improvised battery of six guns from Staun company of reserves under Captain J. C. Marquis.

On comparing dates of commission with Jones and Vaughn they were both found to be my seniors. Jones, holding the oldest commission, took command. On the 5th our forces were concentrated about half a mile north-east of the village of Piedmont. Without going into details it suffices to say now that battle was joined. After repelling two assaults, his left wing was doubled up by a flank attack, Jones was killed, and we were disastrously beaten. Our loss was not less than 1500 men.

Our defeat opened the way to Hunter to effect a junction with Crook and Averell at Staunton on the 6th. Their combined forces numbered about 18,000 men of all arms. Vaughn and I fell back in good order, and on the 6th occupied Waynesboro' eleven miles east of Staunton, and the neigh, boring (Rockfish) gap in the Blue Ridge, where the Chesapeake and Ohio Railroad passes through the mountain. Hunter remained two or three days at Staunton resting his troops and burning both public and private property, especially the latter.

On hearing of our defeat General Lee again sent Breckinridge to our aid. He brought but few troops, and with these occupied the defensive position of Rockfish Gap, thus interposing a barrier to Hun ter's direct march on Lynchburg. Hunter decided to push his column forty or fifty miles farther up the great valley, and then, crossing the Blue Ridge, swoop down upon Lynchburg from the west. Successful resistance to his progress in the valley being impossible, Breckinridge directed Brigadier-General McCausland to take position in Hunter's front and obstruct his march as much as possible, and report his daily progress, while Breckinridge moved all the rest of his troops directly to Lynchburg to defend the place. Hunter threw a brigade of cavalry across the Blue Ridge from Staunton, through an unfrequented gap, at the head of Bear Creek, twelve or fifteen miles southwest of Rockfish Gap. To my command was assigned the duty of looking after this brigade. With the exception of one or two light skirmishes, no collision occurred between us. Our rapid movement on Lynchburg doubtom capture by this cavalry force, as the town was then virtually defenseless. The second day after reaching the eastern base of the Blue Ridge in Nelson County this brigade retired through White's Gap, and rejoined Hunter at Lexington about the 12th of June.

Hunter halted a day at Lexington to burn the Virginia Military Institute, Governor Letcher's residence, and other private property, and ordered the torch to be applied to Old Washington College, that had been endowed by the " Father of His Country." This was too much for many of his officer, and they protested, and thus the old college was saved, and is now " The Washington and Lee University," where General R. E. Lee quietly ended his days as its President.

From Lexington Hunter proceeded to Buchanan in Botetourt County, only slightly impeded by McCausland, who gallantly fought his advance at almost every mile as best ho could. At Buchanan the torch again did its work. Colonel John T. Anderson, an old gray-haired man, with his aged wife, occupied a palatial brick mansion a mile above the town. The grand old house, its splendid library and collection of pictures, the furniture and all the family wearing-apparel, made a bonfire that was seen for many a mile around. From Buchanan Hunter crossed the Blue Ridge via the lofty Peaks of Otter, and moved by the shortest route direct to Lynchburg.

To defend that place and drive Hunter back General Lee had sent there the Second Corps of his army, " Stonewall" Jackson's old corps, under Lieutenant-General Jubal A. Early. Breckinridge was already there with his small force from Rockfish Gap, when (on Friday, June 17th) Early made his appearance with the advance division of his army corps. That day I had been ordered, with my own and Brigadier-General William L. Jackson's brigade of cavalry, to go ten miles out to New London, reenforce McCausland, and assume command of the three brigades, and retard Hunter as much as possible, to give time for the whole of Early's corps to come up by rail from Richmonde had a skirmish at New London, and that night fell back to the " Quaker Meeting House," four miles out from Lynchburg on the Salem or Liberty turnpike, upon which the enemy was approaching. In the afternoon of Friday we were attacked in this position, and after a sharp resistance, entailing a loss on our side of over one hundred men in killed and wounded, fell back upon the fortifications of the city unpursued by the enemy.

Source: "Battles and Leaders of the Civil War."