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and now fording a stream --skirting our position for milestill at length, an hour before day-break, the rebel troops, shivering with cold, stood within six hundred yards of our camps.

Crook had ordered a reconnoissance to be made on this morning, and the force was preparing to march, when there suddenly burst through the fog, a deafening yell from ten thousand throats, and then came the blaze and crash of musketry. The surprise was complete and the panic frightful.

The roll of drums, bugle calls, and shouts of officers, arose on every side, and the troops rushed frantically to arms, but before any line of battle could be formed, the shouting, clamorous rebels were upon them. Without a moment's check or hindrance, they swept like a billow, up and over the hill, and over the breastworks. A brief struggle of five minutes at the latter, and then the Army of Western Virginia became a herd of fugitives, fleeing in wild disorder back toward the second hill, a half a mile in the rear, where lay the Nineteenth Corps.

A few regiments wheeled and tried to make a stand, but were borne swiftly back before the impetuous flood. The Nineteenth Corps, having a little time to prepare for the shock, attempted to arrest the progress of the enemy, but the latter sweeping down the road, got in its rear, and it soon broke and fled toward the hill, on which the Sixth Corps lay. The batteries which had been captured, were now turned upon us, and enfiladed our entire line. Wright at once formed a new line of battle, and attempted to check the frightful rush of the fugitives.

The force of the onset seemed now very much spent, for the rebels began to advance with more caution, and bring forward their artillery. Besides, the rich plunder of two camps was too tempting a prize for the balf-starycd troops

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of Early, and they left their ranks in crowds, and began to pillage.

Had Wright known this, it is possible that he might have made a successful stand where he was, but the rebels having possession of the turnpike that led toward Winchester, he feared that his communications would be severed, and therefore fell back toward Middletown. He had repulsed, in the meantime, a tremendous charge of the enemy, which gave him breathing space, and enabled him to cover the immense crowd of fugitives that darkened all the fields and the highway in the rear. Amid the roar of artillery, incessant rolleys of musketry, and shouts and yells of the pursuers, were heard the cries and screams of teamsters as they endeavored to get off with the heavy trains.

The rebels still assailing our left flank, kept up a murderous fire, shaking it terribly, so that Merritt and Custer, with two divisions of cavalry, were sent over to check them, when a severe contest followed in the wooded fields, near Middletown. Strengthened by our captured artillery, they brought their overwhelming batteries to bear on our exhausted columns, and so shattered the hard-pressed left, that only a short stand could be made at Middletown, and the army passed through it toward Newtown, five miles in the rear. On the heights around the former place, Early planted his batteries, which poured in a terrible fire on the uncovered army, as it slowly fell back along the highway, and across the fields,

Sheridar, on his way back to the army, had slept at Winchester, twenty miles distant, the night before. In the morning little dreaming of the terror reigning in his camp

in front, he sat down to his breakfast, and after it was finished, he mounted his horse and with his escort rode leisurely forward. His noble army had then been struggling on the brink of destruction, for four long hours. As it fell back, and he



rode forward, and the enemy began to open with his numerous artillery, the deep vibrations that made the earth tremble, caused him to look up in surprise. Still, he felt no uneasiness, for he was confident that if Early had attacked his strong position at Cedar Creek, he would be terribly beaten.

But as the thunder of the guns grew louder and more continuous, and was evidently rolling back toward him, his practised ear told him too well that a heavy battle was raging in front, and that his army was retreating. Startled from his composure, as the terrible truth flashed over him, he dashed the spurs into his horse, and was soon far ahead of his escort, tearing madly along the road. Soon he met camp-followers and fugitives from the field, who declared that all was lost.

What! his noble army, that only a few weeks before he had led twice to victory, broken, shattered, gone! In a moment, the lion in his nature was roused, and instead of being overwhelmed at the disaster, he rose above it-it shall not be so, he mentally exclaimed. As the cloud of fugitives deepened, he shouted-as he drove on and swung his cap over his head—“Face the other way, boys, face the other way; we are going back to our camps; we are going to lick them out of their boots."

The frightened stragglers paused and shouted, as they saw their gallarit Chieftain fly past, and even the wounded, lying along the road-side, cheered him. With his face blazing with excitement, and his horse covered with foam, he suddenly appeared in front of his astonished army, and at once ordered the retreat to stop. The enemy had paused in his pursuit, so that our army was, at this time, out of the range of his guns, which enabled Sheridan to take measures to arrest the fugitives and bring them back, and in a short time he had a new line of battle formed.



Then, for two hours, he rode backward and forward along the front, now looking over the ground, and now encouraging the men. "Boys,” said he, “if I had been here, this never should have happened. I tell you

it never should have happened. And now we are going back to our camps. We are going to get a twist on them. We are going to lick them out of their boots."

Shouts and cheers followed him, and though they had caten nothing since the night before, and been fighting for five hours, the excited soldiers felt a new strength infused into them by the confident bearing and language of their heroic Commander.

At length the rebel army was seen advancing across the autumnal fields, moving straight on the position held by the Nineteenth Corps. Sheridan sent word to Emory to stop them at all hazards. He did so, after a severe but short contest, in which General Bidwell was killed, and Grover wounded.

Pmory immediately dispatched an aid to Sheridan with the news that the enemy was repulsed. “That's good, that's good," laughed Sheridan. " Thank God for that. Now, then, tell General Emory if they attack him again to go

after them, ard follow them up, and to sock it into them, and to give them the devil.” And, with almost every word, bringing his right hand down into the palm of his left with a sharp blow, he added, “We'll get the tightest twist on them yet you ever saw-we'll have all those camps and cannon back again."

Whether aware of Sheridan's arrival, or astounded at the new and formidable line of battle that appeared before him, while a large part of his own army was rioting amid the the camps, at all events, Early at once abandoned the offensive and fell back, and began to throw up breastworksevidently designing to hold the position till next day, which



by all ordinary rules, should be the earliest moment that our hungry, exhausted, and discomfited army could be ready to make any movement. But Sheridan had no intention of waiting till his army was thoroughly re-organized and recruited. Right then and there, he was determined to wipe out the stigma of this disgraceful defeat, and make the same dispatch that carried the news of the overthrow of his army, carry also the thrilling tidings of its glorious victory,

At half past three, the orders were given for a general advance—the drums rolled along the line, the bugles pealed out, and, heralded by the deep-mouthed cannon, the steady battalions moved forward. It was a magnificent sight-the solid advance of that, but just now, fugitive host. Emerging from the woods that had concealed it, the army swung boldly out into the open field, and moved swiftly forward toward the enemy's position. In an instant, the rebel batteries opened, followed by a tremendous volley of musketry. The steady lines were rent before it, and fell sud

denly back.

The sight roused Sheridan almost to frenzy, and galloping amid the broken ranks, he, by his thrilling appeals, and almost superhuman efforts, restored order, and although his few remaining cannon could make but a feeble response to the overwhelming batteries of the enemy, he ordered the advance to be resumed.

“The next moment, came a prolonged roar of musketry, mingled with the long-drawn yell of our charge—then the artillery ceased—the musketry died into spattering bursts, and over all the yell triumphant. Every thing on the first line, the stone walls, the advanced crest, the tangled wood, and the half-finished breastworks, had been carried.” But the rebels, from a new position, opened with their artillery, and shot and shell crashed through our ranks. Sheridan, heedless of the storm, dashed along the front-giving all his

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