arising over the woods that an immense cavalry force was rapidly approaching, evidently with the intention of dispersing my remaining companies and cutting off Colonel Kenly's retreat from the town and over the bridge. They drove in my pickets and fired upon them. As they emerged from the woods I opened fire upon them and held them in check, they forming in line in front of us but out of reach of our pieces. There appeared to be at least 2,000 men. Still my men held their position, effectually protecting the bridges until after Colonel Kenly crossed. Colonel Kenly now ordered the two pieces of cannon to take position on the hill just occupied by my men to cover us until we destroyed the north Branch bridge. At this time the enemy brought forward their cannon and opened on us. We now all retired up the road toward Winchester.

I, amidst the confusion, lost my horse, and was compelled to take seat on a caisson, not being able to procure another horse or to walk, still being within commanding distance of my men. As we advanced toward the branching road to Middletown or Newtown Colonel Kenly ordered a halt of some minutes. I advised him to keep moving, as the enemy were fast approaching. He now ordered the column to change direction toward Middletown, but feeling confident that the road and woods were occupied by the enemy, they anticipating that in retreat we would make for Strasburg, and they crossing the fording at Buckton Station, driving my companies over there. It proved true, as we discovered in time that they occupied the road and woods. I called Colonel Kenly's attention to the fact, and advised him to keep the pike for Winchester. From this point we gained 2 or 3 miles. Their cavalry now charged after us from all directions. I am sure there were over 3,000. They closed upon our squadron of cavalry in our rear, which in confusion broke right and left to the front, the rebel cavalry charging after and to our front, bringing us to a halt, shooting every man who moved forward. I, still riding on the caisson, turned my head to notice the cause of the confusion, when the most advanced man raised his saber to cleave my head. At this moment, which was most singular and fortunate for me, the side wheel came off, throwing his horse aside and myself under his horse, and all that charged to the front on the left passed over me before I could drag myself from the road to the fence.

Four of them now came and ordered me up, and to deliver up my pistol, which I proceeded to do good naturedly-not my sword, which I had thrown under the wheel of the caisson, but told them I had lost it. They demanded my scabbard and belt; took off my coat to see what I had underneath, they at the same time threatening to shoot, but I deemed it prudent to be as pleasant as possible, so I laughed them out of the notion, and actually engaged in conversation with them until an opportunity presented for me to escape, which very soon took place in the following manner: One of the rebels dismounted, tying his horse near me, asking for Colonel kenly. I answered I believed him to be toward the rear. Some person answered that he was wounded and in the ambulance. he then went to it, which was approaching, halted the driver by firing at him, raised the curtain, demanded the occupants to get up and come out. He then fired in the ambulance.

While I lay on the road-side under guard I noticed that portion of the rebel cavalry that occupied the road in front of us repeatedly turned around, looking up the road. I interpreted it to be a fear of re-enforcements approaching. Instantly I sprang to me feet, shouting, "Here come our re-enforcements, boys; we're good for another fight!"