Early on the morning of May 3, I was ordered to send a regiment to repair the bridges over the swampy ground on our right flank, to enable the artillery to move off in safety. I sent the One hundred and fifth Pennsylvania Volunteers, under Colonel McKnight. At this time the enemy opened a brisk fire on our whole line. The troops that had been in my front, and which I was ordered to follow from the field, were now retiring hastily, leaving my lines exposed to a galling fire from the rapid advance of the enemy. I now commenced retiring, having first given them a few volleys from the Fifty-seventh, One hundred and forty-first, and Sixty-third Pennsylvania Volunteers, which formed my left, and were most exposed. This served to check the enemy to some extent, and enabled me to bring off my command in better order than I otherwise could have done. We now retired rapidly, closely followed, and subjected to a hot fire. We followed the rear of Whipple's division, passing to the right of the batteries on the hill, and forming again to the left of the Plank road, and directly behind the graveyard near Fairview. My formation was in close column of regiments. I at once advanced down the hill, doubling my battalions at half distance for more rapid movement.

On reaching the edge of the woods, I deployed on the double-quick, forming my brigade in line of battle from right to left in the following order: The One hundred and forty-first, Sixty-third, Fifty-seventh, Sixty-eighth, One hundred and fourteenth, and One hundred and fifth Pennsylvania Volunteers. I at once advanced my whole line to the crest of the hill in the woods, where the enemy were discovered in force behind a breastworks of logs, about 150 yards from us.

On forming my line here, I found Colonel Colgrove, of the Twenty-Seventh Indiana Volunteers, with his regiment, engaged with the enemy immediately in front of the One hundred and fourteenth Pennsylvania Volunteers. Seeing him there, and being informed that his ammunition was not expended, I ordered Colonel Collis to have his men lie down, and not to fire until the Twenty-seventh Indiana Volunteers retired. The order to commence firing was at once given, and for some time fire on both sides was very heavy. Finding that the enemy was falling back in disorder, I pushed my line rapidly forward until the left and center were up to the breastwork.

The Sixty-eighth Pennsylvania Volunteers here took quite a number of prisoners, and captured the battle-flag of the Tenth Virginia Volunteers. Some prisoners were also taken by the Fifty-seventh and the One hundred and fifth Pennsylvania Volunteers. The right of my line did not advance so well, being exposed to a heavy flank fire, and to the fire of fresh troops that the enemy was then throwing into his works.

In order to support the One hundred and Forty-first, which was suffering severely, but nobly holding its ground, I ordered the One hundred and fourteenth Pennsylvania Volunteers, whose place in line was occupied by the Twenty-seventh Indiana Volunteers, to move by the right flank and aid the One hundred and forty-first. The did this; formed and fired one volley, when they broke and fell back. This and the increasing numbers of the enemy necessitated the retiring of the whole line.

When the retreating line reached the crest of the hill where we had first opened the attack, I ordered the colonels of regiments to halt their commands, face about, cease firing, and lie down, as the enemy did not seem to be pressing us very hard. All of the regiments rallied in splendid style, and a solid front again presented to the enemy.

After lying there some fifteen minutes, the enemy was discovered advancing