After falling back from Hagerstown the army took up a strong position near the Potomac, extending from Williamsport to Falling Waters. On the night of the 13th of July the retreat to Virginia began. The division of Heth and that of Pender, now commanded by Pettigrew, marched all night long in a drenching rain and over a very muddy road toward Falling Waters, where the engineers had constructed a pontoon bridge across the river. When the morning dawned we were about two miles from the river, and, so far as I know, there was no reason why we should not have kept on and followed the rest of the army over the bridge. Instead of that we halted and formed in line of battle across the road, facing northward, Heth on the right and Pettigrew on the left, well located for defense, being on rising ground and having a valley in front. It was supposed that our cavalry were between us and the enemy, (which was a false supposition,) and, contrary to well-established military rules, no skirmishers were sent to the front. The command was given to stack arms and rest, and the men exhausted by fatigue lay down on the wet ground behind the line of muskets and soon went to sleep. The guns were wet and muddy and many of them were either unloaded or unfit for action. Giving my horse to Charles to be held in the rear until called for, I too fell asleep. We were in no condition for anything except the surprise that startled us from our transitory slumbers.

We were awakened by the firing of the enemy. By the time that the muskets could be retaken from the stack, squadrons of cavalry were upon us. These were easily repulsed, not, however, until riding down in front of our line they had mortally wounded General Pettigrew at the head of his division. General Heth, riding rapidly along behind our line, was crying out, "Keep cool, men, keep cool!" But judging from the tone of his voice and his manner of riding, he seemed to me to be the only hot man on the field.

The color-bearer of the 47th exclaimed, "Come on, boys; it's nothing but cavalry," and ran forward into the valley, showing more bravery than intelligence or discipline, for infantry does not charge cavalry, and he had no right to advance without an order. The color-bearers of the other regiments of the brigades, not to be outdone, likewise advanced, and some of the bolder spirits followed their respective flags. This action was so unwise that I requested Colonel Brockenbrough to authorize me to recall these brave fellows to their original and better position; but, to my surprise, he directed me to order all the men to join their colors; and this I tried to do, but the men would not obey, saying that their muskets were unfit for action. However, I went myself, though Colonel Brockenbrough and many men of the brigade remained behind. I never saw him again.

A spirited contest ensued, which I shall dignify with the name of the battle of Falling Waters, for a real battle it was, although it is not mentioned in the histories that I have read, and the number engaged was small. On one side were portions of the four regiments of Brockenbrough's brigade, with their bullet-pierced battle flags, and on the other side were dismounted men of the 8th Illinois cavalry regiment armed with their seven-shooting carbines. There were officers present who held higher rank than mine, but, as they knew me to be of the brigade staff, they permitted me to exercise authority over the entire force. For an hour we held the Yankees in check at close quarters.

While the action was in progress I observed that one of our enemies was protected by a large tree in the field, from behind which he stepped frequently and quickly to fire upon us. As he seemed to be taking special aim at me, I requested one of our men, who had a beautiful Colt's rifle, to give me his gun, and I shot at the man the next time he emerged from behind his natural protection. He was not killed, but he darted back without shooting. I handed back the gun. Then, with my right arm around the man, I was with my left arm pointing out the enemy when he fired at us and broke the arm of my comrade that was pressed between us.

Seeing another regiment of cavalry in front, hearing their bugle sound the charge, and knowing that our ammunition was nearly exhausted, I directed all the men to retire as quickly as possible to their former position. I had not once looked back, and I supposed that the two divisions were where we had left them; but they, taking advantage of our defense, had gone across the river. All of a sudden it flashed through my mind that we could neither fight nor run. Further resistance was vain; escape, impossible. I felt angry because we had been sacrificed, and chagrined because we were about to be captured. I had known all along that I might be killed or wounded, but it had never entered my mind that I might be made a prisoner. As we were scattered upon the field and the squadrons came charging among us, a group of men gathered about me were asking, "Captain, what shall we do?" "Stand still," I replied, "and cast your muskets upon the ground." At the same time I unbuckled my useless pistol and sword and cast them from me. After we had surrendered, I regretfully record that a cavalryman discharged his pistol in our midst, but fortunately no one of us was struck. An officer, indignant at an act so cowardly and barbarous, threatened him with death if he should do the like again. That day the Yankees captured on this field and in other places about thirty-five officers and seven hundred men.

The prisoners were escorted to the rear, huddled together, and surrounded by a cordon of armed men. That night I slept with Lt. W. Peyton Moncure on the blanket of one prisoner and covered by that of the other. In the afternoon of the next day, as I was standing near the living wall that surrounded us engaged in conversation with Col. William S. Christian, of the 55th Virginia, and Capt. Lee Russell, of North Carolina, some Federal officers approached and began to talk with us. One of them was the colonel of a New York regiment, (I think it was the 122d); another was the captain of one of his companies, and another was an officer on the staff of General Meade. The Colonel invited us to take supper with him and some of his friends, and the kind and unexpected proposal was gladly accepted, for recently we had had nothing but hard-tack to satiate our hunger. At sunset he sent a guard to conduct us to his tent, which was large and comfortable. We found the table well supplied with a variety of savory eatables, and we were struck by the contrast of the tent and the table with those of the Rebels.

The Blue and the Gray gathered around that hospitable board as gleeful as boys, and as friendly as men who had been companions from childhood. The supper being ended, a polite negro who looked like an Old Virginia darky, and who acted in the two-fold capacity of cook and butler, cleared away the dishes and supplied their place with cigars and bottles of liquor of several varieties. More than once or twice the bottles passed from hand to hand, and in order to prevent drunkenness I was cautious to pour very sparingly into my tumbler. In the midst of this hilarious scene our Yankee host proposed a health to President Lincoln, which we of the Gray declined to drink; whereupon I offered to substitute a joint health to Abe Lincoln and Jeff. Davis, which they of the Blue rejected. I then proposed the toast, "The early termination of the war to the satisfaction of all concerned," and that was cordially drunk by all. It was nearly midnight when the Colonel told us that if we would promise to go back and deliver ourselves up, he would not call a guard to escort us; and we gave him our word, and bade him good night. There we were in the darkness, our limbs unfettered, our hearts longing for freedom, no Yankee eye upon us; and it is not strange that there flitted across our minds the temptation to steal away and strike out for Virginia; but though our bodies were for the moment free, our souls were bound by something stronger than manacles of steel,—our word of honor. We groped our way back, entered the circle of soldiers who were guarding our fellow-prisoners, and went to sleep on the ground, while our late entertainers reposed upon comfortable cots.

The next morning, July 16, we were hurried along by an unfeeling cavalry escort to a station near Harper's Ferry, and there put into box cars strongly guarded. On our arrival in Washington we were conducted along the streets to the Old Capitol prison. "To what vile uses" had that building come! It was superintended by a renegade Virginian, whose name I am not sorry that I have forgotten; but let me do him the justice to say that he behaved courteously and gave us a plenty to eat. The guard of the prison was the 178th New York regiment, composed of insolent Germans, some of whom could not speak the English language. I came near losing my life by the bayonet of one of them, because he could not understand a request that I made of him. The house was infested by insects whose name I will not call; but the reader will recognize their nature when I characterize them as malodorous, and blood-sucking. We could expel them from our bunks, but not from the walls and the ceiling, from the holes and the cracks of which they swarmed at night, rendering sound sleep impossible.

In a few days after having taken involuntary quarters in the Old Capitol I read with surprise and grief an article in the Baltimore American, headed "Meade versus Lee." General Lee, misinformed by somebody, had reported that there had been no battle at Falling Waters, and that none of his soldiers had been captured except those who had straggled during the night or fallen asleep in barns by the roadside. When he published that statement he knew that there had been no engagement of his ordering, but he did not know that the gallant and accomplished Pettigrew had been wounded on the field, nor that some of his men had kept the enemy in check, while others were thereby afforded the opportunity of safely crossing the river. No; the men who were captured with me were not stragglers: they were taken on the field of battle, and they were as brave and dutiful as any that ever wore the gray. Neither was General Meade's report strictly correct, but it corresponded more closely with the facts. He did not capture a brigade, as he said, but he did take the flags of Brockenbrough's brigade, and enough men of other commands to form one.

During the whole term of my imprisonment I anxiously longed to be exchanged, being willing any day to swap incarceration for the toils and dangers of active military service. In the early part of the war there were some partial exchanges, but as it was prolonged the government at Washington rejected all overtures for a cartel. Throughout the North there were raised loud and false reports that Federal soldiers in Southern prisons were being wantonly maltreated, while the National Government might have restored them to freedom and plenty by agreeing to the exchange of prisoners that was urged repeatedly by the Confederate Government. The refusal was an evidence of the straits to which the Union was pushed, and an act of injustice and cruelty to the prisoners of both sides. It was, moreover, an undesigned but exalted testimony to the valor of Southern soldiers, for it was as if Mr. Stanton, the secretary of war, had said to every man in the Federal armies: "If in the fortunes of war you should be captured, you must run the risk of death in a rebel prison. I will not give a Southern soldier for you,—you are not worth the exchange." Gen. Grant said: "Our men must suffer for the good of those who are contending with the terrible Lee;" and ignoring the claims of humanity and the usages of honorable warfare, he lowered the question to a cold commercial level when he declared that it was "cheaper to feed rebel prisoners than to fight them."