Pennsylvania marching away from its post. i inquired by whose orders they were thus abandoning an important defense. Captain Lane, commanding the company, replied that it was by the order of their lieutenant-colonel. I immediately ordered him back, and the order was promptly and cheerfully obeyed. With loud cheers the company returned to its duty, which to the end was gallantly performed. Returning to the front, I saw that the enemy was massing his troops to force my position, and nothing was now left, if I wished to make a stand on the road to Middletown, but to cross the rivers. This dangerous movement I proceeded to execute, and did withdraw my forces, in the midst of their fire, over the bridges in good order. This was the most trying moment of the day, as I was closely pursued by the enemy, who advanced with shouts and cheers until checked by the fire from the head of the column, which had reached the left or farther bank of the Shenandoah. Posting Lieutenant Atwell, with his two pieces, on an eminence commanding the bridges, and the infantry on the slope of an adjacent height and in full view of the enemy, I waited their advance.

Soon their cavalry came toward us from the direction of the Big Fort Valley Pass, and promptly the guns were at work, and with my infantry checked for nearly an hour their advance and that of their infantry supports. As soon as I crossed the river I ordered Captain Mapes, whom I met with a working party on the road, to burn the bridges, and he proceeded to comply with my orders, but the work was inefficiently done, although the heat from the fire on the nearest bridge must have prevented its being crossed for a considerable length of time. Going in person to superintend their destruction I discovered that the river below the bridges was alive with horsemen, crossing in two different places by fording. Directing Captain George W. Kugler, commanding Company A, of my regiment, to hold these men in check as long as possible, I ordered off the artillery and infantry, and directed Major Vought to protect my rear with his cavalry.

It was now nearly 6 o'clock, and determining to make a last stand at the cross-road leading to Middletown I hurried on to gain this point. All had so far gone well, and I commenced to indulge a hope that I might yet save my command, when the sudden appearance of cavalry galloping through the fields on my left satisfied me that I was lost. I still pushed on in an orderly military manner, and had actually gained some 4 miles from the river, when Major Vought rode up from the rear and informed me that he was closely pressed. I told him that I would order Lieutenant Atwell to halt with his artillery; that I would march mu infantry into the field off the road, and ordered him to charge the enemy, so as to check, if but a few minutes, their advance. He rode back, as if to comply with the order. I dispatched Adjt. Lieutenant Frederick C. Tarr to communicate the order to Lieutenant Atwell, and with the assistance of Lieutenant-Colonel Dushane turned the right of the infantry into the field by taring down a panel of fencing, while Major Wilson did the same with the left wing. In this condition of affairs, seeing that the artillery had not halted, I dashed forward to learn why my orders had not been obeyed, when the discharge of fire-arms and the rush of cavalry caused me to turn in time to see that the cavalry had not charged the enemy, but were running over my men, who had not yet left the road, and were closely followed by the enemy's horse. The infantry in the field poured in a very close volley, which nearly destroyed the leading company, but did not check the advance of the succeeding squadrons, which charged in the most spirited manner.