brigade of the division. When we arrived in four miles of Winchester we found both Gordon's and Ramseur's divisions fighting. We faced to the front and moved forward. Just as we met our cavalry falling back and the brigade went in with a yell, and had only gone a short distance when we gaining ground to the right, and at once time moved to the right by the flank, trying to make connection with Ramseur's division. The brigade moved in fine order and without any hesitation for some distance through an open field beyond any other troops. If the balance of the troops had pushed forward like this brigade we would have driven the enemy from the field. Finally, we were ordered back and took position on a hill in line with he balance of the troops on the left that given way. It fell back in good order beyond Winchester and that night moved toward Fisher's Hill. During this day's hard fighting the brigade acted as well as men could, particularly while holding the hill they had fallen back to. They were suffering very severely from artillery and musketry fire.

On the morning of the 20th of September the brigade, with the balance of the army, reached Fisher's Hill and formed a line of battle on the left of the army. Remained there until the morning of the 22nd, when the enemy moved up in our front and soon threw out their sharpshooters and moved forward their line of battle. The sharpshooters of this brigade were warmly engaged for some time, and finally charged by heavy force of cavalry, but very handsomely repulsed them. The battle soon became genera, but after a short time our cavalry gave battle soon became general, but after a short time our cavalry gave way on the left, being flanked by a heavy force of infantry, and tell back in confusion. The Forty-fifth and Thirty-second North Carolina Regiments and Second North Carolina Battalion were moved rapidly to the left to their support, and for some time fought successfully the whole force of the enemy, and did not retire until nearly surrounded and being fired at in front, flank, and rear. The Forty-fifth North Carolina Troops acted very gallantly on this occasion. This part of the brigade suffered very heavily from this fire. At this time the whole army had given way and were falling back very rapidly. It retreated toward Mount Jackson and camped near this place, forming line of battle on the right of the army, right resting on the Shenandoah River. On the next morning the enemy made its appearance, and soon engaged our sharpshooters, which lasted until night. At night we fell back to Rude's Hill, and formed line of battle on right of the army. In the morning fell back in line, the enemy pursuing vigorously. this brigade, with our whole army, fell back in good order, under a very heavy artillery and often musketry fire for more that twelve miles. Both officers and men acted well. The brigade left the turnpike, taking the left toward Port Republic, reaching there the following day, and then moved up toward Brown's Gap, camping several days, and then moving out and up to Waynesborough. Camped there for several days, and then moved down toward New Hope, and after camping here for a few days moved down the Valley toward Harrisonburg. The enemy had fallen back, and the brigade went into camp at New Market for some days, and then moved down the Valley to Fisher's Hill and camped from several days.

On the night of the 16th of October this brigade was mounted behind Rosser's cavalry and moved on the right flanks and rear of the enemy, surprising and capturing a picket of thirty men. the men then had a