Unknown to Nathaniel P. Banks, May 28, 1862

GENERAL:

I take the first moment of leisure from arduous military duties to report in brief the events of an engagement of forces under my command with the enemy on the march of the Fifth Army Corps, under General Banks, from Strasburg to Winchester, on the 24th of May:

Disastrous news from fugitives of the First Maryland Regiment, received the night of the 23d instant, made it apparent that a very large force of the enemy threatened us at Strasburg. The precautionary order to pack and send to the rear my brigade and regimental trains was complied with. They started for Winchester at night, and were thus saved.

The morning of the 24th brought little cheer. The worst reports were confirmed. Frequent reconnaissances during the night and morning of the 24th developed that a very large force of the enemy threatened to surround us at Strasburg. At10 a.m. my brigade was ordered, in conjunction with the First Brigade of your division, to move toward. Newtown en route to Winchester, to check an approach of the enemy from that direction. No enemy being found at Middletown or within 4 miles in direction of Front Royal, our march was continued. Our column moved on toward Strasburg in good order, preceded by an im. mense train of wagons and followed by many that could not be prepared for moving the night before. At 2p. m. reports from the rear reached us that the train had been attacked by the enemy; that we were entirely cut off from our rear guard; that many wagons had been captured ; that the enemy were pursuing us. The sound of his guns we could distinctly hear. With the view of uniting the train, if possible, and with the sanction of General Banks, I proceeded with two regiments of my brigade and two sections of artillery to attack the enemy and do what I might for the rescue of our rear guard and bag gage. My force was increased by a third regiment, ordered by General Banks to report to General Hatch, commanding rear guard, if practicaOnap. XXIV.) OPERATIONS IN SHENANDOAH VALLEY. 615

ble. This regiment, the Twenty-eighth New York, Lieutenant-Colonel Brown, fell also under my command. Upon arriving near Newtown I found some confusion in the trains, and saw perhaps six or seven wagons that had been overset and abandoned.

The Twenty-seventh Indiana, of my brigade (previously ordered with a section of artillery to this point), I found drawn up in line of battle. The rebel battery and force were said to be at the town, distant beyond about half a mile. I made disposition to attack them with artillery and infantry, holding one regiment in reserve for further use. The Second Massachusetts, under Lieutenant-Colonel Andrews, with skirmishers thrown to its front, covered the approaches to the town, supported by its own reserve and the Twenty-eighth New York.

The rebel force was at once driven from the town. A heavy fire of artillery was opened upon my command from a rebel battery, to which we replied with spirit, driving the enemy from his position. After an hour or more of skirmishing, with continued firing of artillery on both sides, I had driven the enemy from-Newtown, which I held.

At this time I was joined by General Hatch, who had by a circuitous pathway been able to join the first half of the column. He at once confirmed my fears that the enemy in strong force had taken a portion of the rear half of our train, with such stores as might have been left at Cedar Creek and such forces as had not happily escaped. I became convinced of the impossibility of making headway against the force in

’ my front and I much feared being surrounded, as large bodies of cavalry were seen in the distance toward Winchester, my then rear.

It was now about 8 o’clock; General Hatch was safe; the enemy driven from Newtown; all our train in advance of the center protected from further assault. I determined to withdraw, and, as I could not transport, to burn the 7 or 8 abandoned wagons. This was accordingly done.

The difficult task of keeping the enemy at bay was confided to the Second Massachusetts Regiment, Lieutenant-Colonel Andrews. To aid him I ordered cavalry and one section of artillery to the rear. The column thus proceeded to join the main body at Winchester. Fearful of an attempt on the part of the enemy to seize the road where it enters Winchester (and which they did not an hour after the Second Massachusetts passed), I made rapid progress, reaching the environs of Winchester at about 12 o’clock at night. Frequent reports from Lieutenant-Colonel Andrews advised me of the good progress of the rear, also that they were somewhat annoyed with skirmishing cavalry. I sent him such additional force as I thought might be necessary, but becoming impatient at his non-arrival I went out with an orderly to meet him, and arrived at the head of the regiment at about 1 o’clock. Rather a severe skirmish was then going on between the rear company of the regiment, Captain Underwood, and the enemy. Their temerity punished and their advance checked, we reached our encampment at 2.30 a. m.

The men of my brigade were without shelter, many of them without rations, having imprudently, though intending to offer better service, laid aside their knapsacks. Their capture by the enemy deprived them of food.

The Second Massachusetts Regiment made this day a march of 30 miles, nearly 10 miles of which was a continued running fight. The service performed by this regiment on this occasion reflects the greatest credit upon both officers and men, never shaken by the discharge of artillery and musketry into their ranks. This noble regiment moved

in colamn along the road, undismayed by an enemy they could not see, firing at the flashes of rebel rifles, supporting their wounded and carrying their dead. For more than 8 miles they guarded the rear of the column ; then with two and a half hours’ slumber upon the earth, uncovered and unprotected, they were aroused by the cannon and musketry that ushered in the battle of Winchester, to do their part in the heroic struggle of that day. :

I refer for particulars of this day’s duty to the report of Lieut. Col. George L. Andrews, hereto appended. ; , ;

I cannot too strongly praise the coolness and discretion of this officer upon this trying occasion.

Respectfully, GEO. H. GORDON, Ool. Second Massachusetts Regiment, Comdg. Third Brigade.

General ALPHEUS S. WILLIAMS. Oommanding First Division, Fifth Army Oorps.