We had a rude awakening from our dream of peace. While we had been idling in fancied security, General Jackson had gathered a large force with which to overwhelm us. Our first intimation of trouble came on the night of May 23, when we were hastily called to defend our railroad bridge toward Front Royal against the attack of the enemy. The next day we were in full retreat toward Winchester.

When about half way to Winchester, the enemy, who had crossed from Front Royal, attacked our train in the front. The Fifth Connecticut and Twenty-Eighth New York were hurried forward, with the rest of the command following, and the road was soon cleared. But this had hardly been accomplished, when the enemy attacked in the rear, and cut off about fifty wagons. At this new danger a halt was called, and with two regiments and a battery, General Banks hastened to the rear. The lost wagons were recovered, but the animals having all been driven off or killed, it was necessary to burn the vehicles. Among the wagons destroyed was one containing all the rations and cooking utensils of my Company. We succeeded at night in securing a few crackers from some of the more fortunate companies, but most of my men went supperless to bed. Moreover, there were prospects for a lively fight in the morning.

I was awakened early by the picket-firing, which commenced at daybreak, and found myself thoroughly chilled from sleeping on the bare ground, without blankets or shelter. However, both hunger and cold were soon forgotten in the more pressing demands upon our attention. The position chosen by General Banks for the night's bivouac was probably the worst that could have been found between Strasburgh and the Potomac River. With seven regiments of infantry we occupied a small field lying between the outskirts of the city and the hills on the south. The enemy were in possession of the hills, where they had erected considerable fortifications. Colonel Gordon's Brigade was on the right of the road; that of Colonel Donnelly was on the left—all facing the enemy.

Our skirmishers were promptly advanced, and commenced firing on the enemy in their entrenchments. Supported by a battery in our rear, which fired over our heads into their position, we were maintaining a lively fire, when suddenly it was discovered that the enemy was passing around upon our right, with the evident intention of getting in our rear. The Twenty-Seventh Indiana and Twenty-Ninth Pennsylvania were hurriedly moved to the right, but had hardly reached their position when they were furiously assailed both in front and flank by the advancing Confederates. The Twenty-Ninth Pennsylvania received the first brunt of the attack, and soon was in full retreat. The Twenty-Seventh Indiana came in for the next attack, and they also fell back about a quarter of a mile to some stone walls on the outskirts of the city. Our Regiment and the Second Massachusetts, which as yet had scarcely been engaged, were now faced about and marched to the rear, until we reached the fenced lots on the outskirts of the town. Here we were halted, and opened fire on the enemy, who had appeared in large numbers upon our front.

We had soon checked the Confederates immediately before us. I was looking around to see how things were going with the others, when I became aware that Company F and a portion of my Company were entirely alone. It appears that orders had been sent around by General Banks to fall back to the north side of the city; but we, being separated from the rest of the Regiment by an intervening street, had not heard them. There we were, fighting the whole Southern army by ourselves! I hastened to Captain Limbocker to call his attention to our position. He saw the situation at a glance, and left-facing the companies, marched double-quick through the back streets toward the main road of the city. By this time our men had discovered that they were in a close place, and moved rapidly. Just as we reached the main street and turned north, I stopped to speak to the Captain, who was in the rear. As I did so, I saw that the whole street behind us to the south was swarming with Confederate soldiers, not fifty feet away. They were in such confusion, however, that it was impossible for them to fire, and in fact they did not seem to try. From that point until we were clear of the street, it was simply a foot race, in which we were the winners. They evidently soon tired of the race, for before we were clear of the street they had some artillery in position, and shot and shell were flying harmlessly over our heads.

We afterwards learned that Colonel Donnelly's Brigade, which at the beginning of the fight had been posted out of our sight on the left of the road, had also, like our Brigade, been assailed in front and in the flank; and that they also, had soon been forced back in full retreat.

We rejoined our Regiment in the line, without further trouble. From our position we could see the enemy on the hills west of us, endeavoring by rapid marching to reach the road in our rear. We stopped only long enough to gather up our men, who had become scattered in coming through the streets of the city, and then moved on toward Martinsburg. We did no more fighting and no more running. All of General Banks's command was ahead of us except two sections of artillery, and detachments of the First Vermont and First Michigan Cavalry, which protected our rear and kept the enemy at a respectful distance. During the retreat, General Banks did all that lay in the power of any man to bring off his men without loss, giving personal attention to the posting of the rear guard.

I suppose it was about eight o'clock in the morning when our Regiment began its march to Martinsburg, twenty-three miles distant. We arrived there at about five in the afternoon, without having stopped for dinner, and without rest. Indeed, we had no dinner to stop for, and the pursuing enemy were not inclined to let us rest. We expected to stop at Martinsburg, but General Banks did not deem it safe, so after a rest of a half hour we were ordered to proceed to Williamsport, Maryland, twelve miles farther on.

We arrived at the Potomac, opposite Williamsport, about ten o'clock that night, tired, hungry, and in no very good humor over the results of our two days' work. We managed to secure some salt pork and a few crackers for supper, after which we wrapped ourselves in our overcoats, and took such rest as could be obtained, amid the noise of men and teams crossing the ferry, and the calls of stragglers who were coming in and seeking their regiments. At three o'clock in the morning we were aroused, and ordered to the ferry. About an hour later we were across the Potomac on the Maryland side, drawn up in line of battle and waiting for the enemy.

General Banks was untiring in his efforts to bring our train over safely, even riding into the water to save mules that had lost their footing, and were in danger of drowning. He made a speech to the men, telling them that the enemy had advanced no farther than Martinsburg, and that 20,000 men had been sent to cut off their retreat.

The roll call taken at this time showed that eleven men of Company D were missing. Four of these came in the next day, having taken a different route than ours through the mountains. Four others turned up in Libby prison. Most of our men had thrown away their knapsacks, some their haversacks and canteens, and sixteen had lost their guns.

We remained at Williamsport until June 10, receiving new supplies of camp and garrison equipage to replace those that had been lost or destroyed.

We were rejoiced during this time to hear that the Confederates had had the tables turned on them; that they were being severely pressed between Shields's and FrÉmont's armies; and that all the baggage and prisoners that they had captured from us had been retaken, with a good deal more besides.

On the morning of June 10 we again crossed into Virginia, and marched to Front Royal without interruption. We passed through Winchester on the 12th without stopping, however, for the General seemed to fear that our men would burn the town in return for the treachery of its citizens during our retreat. Both men and women had fired on us from the windows, and had poured down scalding water as we passed through the streets. It was even reported to us that women had entered the hospitals, and shot sick men in their beds; but this last was later contradicted.

We remained at Front Royal until July 6, during which time important changes were made in commanding officers. All the troops in northern and western Virginia were united under General John Pope—the three army corps being commanded by McDowell, Sigel, and Banks. A movement was made to concentrate the three corps in one locality east of the Blue Ridge, in the accomplishment of which we were marched over the mountains at Chester Gap on the hottest day I ever experienced. Eight men of my company were sun-struck that afternoon, resulting fatally in one case, and in permanent disability in the others. We camped at night on the headwaters of the Rappahannock, in a country described as naturally poor, and entirely ruined by cultivation. There was one exception to this, however, in the abundance of fruit. There were cherries and blackberries in plenty for everybody.

While in camp near Little Washington, the unfortunate, bombastic orders of General Pope were published to the army; unfortunate, because they incited a degree of contempt for him which greatly impaired his usefulness. Many of his highflown phrases, such as "shame and disaster lurking in the rear," afforded a fine opportunity for the wits of the army, when, not three weeks later, his headquarters wagon and his personal baggage were captured by the enemy. About the first of August he arrived at the front, and on the next Sunday reviewed General Banks's corps. Pope's fine appearance, soldierly bearing, and evident knowledge of his business did much to inspire respect, and might even have made him popular, if we could only have forgotten that fool address to the army. He inaugurated, also, many real reforms. I don't know whether he was entirely responsible for it; but under his command the cavalry began to be of real service to the army, and the men could no longer ask, "Who ever saw a dead cavalryman?"