crest in front of our bridges on the south bank of the Po. Here they formed line of battle, throwing up hastily a light line of breast-works of rails and such other materials as they could collect on the ground. In a few minutes they were prepared to resist the enemy should he overpower Brooke and Brown and attempt to carry the bridges. I directed that all the batteries on the south side of the river, save Arnold's (A) First Rhode Island, should cross to the north bank and take position commanding the bridges. The dispositions had scarcely been completed when the enemy, having driven in the skirmishers of Brooke's and Brown's brigades, pressed forward and occupied the breast-works in front of them, then advancing in line of battle supported by columns, they attacked with great vigor and determination, but were met by a heavy and destructive fire, which compelled them to fall back at once in confusion with severe losses in killed and wounded. Encouraged, doubtless, by the withdrawal of Miles' and Smyth's brigades from our front line, which it is supposed they mistook for a forced retreat, the y reformed their troops and again assailed Brooke's and Brown's brigades. The combat now became close and bloody. The enemy, in vastly superior numbers, flushed with the anticipation of an easy victory, appeared to be determined to crush the small force opposing them, and pressing forward with loud yells forced their way close up to our line, delivering a terrible musketry fire as they advanced. Our brave troops again resisted their onset with undaunted resolution. Their fire along the whole line was so continuous and deadly that the enemy found it impossible to withstand it, but broke again and retreated in the wildest disorder, leaving the ground in our front strewed with their dead and wounded. During the heat of this contest the woods on the right and in rear of our troops took fire. The flames had now approached close to our line, rendering it almost impossible to retain the position longer.

The last bloody repulse of the enemy had quieted him for a time, and during this lull in the fight General Barlow directed Brooke and Brown to abandon their position and retire to the north bank of the Po. Their right and rear enveloped in the burning wood, their front assailed by overwhelming numbers of the enemy, the withdrawal of the troops was attended with extreme difficulty and peril; but the movement was commenced at once, the men displaying such coolness and steadiness as are rarely exhibited in the presence of dangers so appalling. In seemed, indeed, that these gallant soldiers were devoted to destruction.

The enemy, perceiving that our line was retiring, aging advanced, but were again promptly checked by our troops, who fell back through the burning forest with admirable order and deliberation, though in doing so many of them were killed and wounded, numbers of the latter perishing in the flames.

One section of Arnold's battery had been pushed forward by Captain Arnold during the fight to within a short distance of Brooke's line, where it had done effective service. When ordered to retire the horses attached to one of the pieces, becoming terrified by the fire and unmanageable, dragged the gun between two trees, where it became so firmly wedged that it could not bee moved. Every exertion was made by Captain Arnold and some of the infantry to extricate the gun, but without success. They were compelled to abandon it. This was the first gun ever lost by the Second Corps. Brooke's brigade, after emerging from the wood, had the open plain to trav-