In the latter part of April, 1863, the Army of the Potomac, under the command of Major-General Hooker, occupied its position in front of Fredericksburg. Here he constructed a formidable line of earthworks; from which secure position, he purposed to move on General Lee's flank. With this view, he crossed the Rappahannock and took position at Chancellorsville.

Meanwhile, General Lee, watching him, was entrenched on the line of hills south of the Rappahannock, near Fredericksburg.

On the 2d of May, these two confronting armies met each other, and commenced the memorable engagements of Chancellorsville. "On this field the star of Confederate destiny reached its zenith, when the immortal Jackson fell wounded at the head of his victorious troops; it began to set on the 10th of May, when Jackson was no more."

General Lee, deeming the true policy now to take the aggressive, at once set to work to manoeuver so as to draw Hooker's army from Fredericksburg, and remove hostilities beyond the Potomac.

In pursuance of this design, our army—now reorganized into three corps, respectively commanded by Lieutenant-Generals Longstreet, Ewell, and A. P. Hill—early in June moved northward, with the view of marching into Maryland and Pennsylvania. On our arrival at Richmond, on the 6th of June, we were assigned to Heth's division of A. P. Hill's corps—which corps still occupied the lines in front of Fredericksburg, the corps of Ewell and Longstreet having advanced as far as Culpepper Court-House. On the night of the 13th, Hooker retired from his position, and on the 14th the corps of A. P. Hill left for the valley. At the urgent request of General Elzey, in command at Richmond, our brigade (Cooke's) was retained there, and Davis' Mississippi brigade was assigned to Heth's division in our stead; through which circumstance, we failed to participate in the Pennsylvania campaign and to share in the fatal battle of Gettysburg.

On the 9th of June we were sent to the South Anna bridge, on the Virginia Central road, to repel a threatened attack from the enemy's cavalry. Remaining here until the 11th, we returned to Richmond, and were ordered to Chapin's Bluff, on the James. John F. McQuiston joined the company here. We remained at the Bluff only a few days, when we were again returned to Richmond, and camped in the vicinity until the 8th of July. On the 11th, we moved to Taylorsville, on the R. & F.R.R. Remaining here until the 1st of August, we moved to Fredericksburg, and picketed the various fords on the Rappahannock. On the 28th, we retraced our steps to Taylorsville, went into camp in pine forest near the railroad, and passed the time quietly until the 24th of September.

On the 13th of July, the shattered remnant of our army recrossed the Potomac into Virginia. General Meade, now in command of the Federal troops, advanced east of the mountains, and General Lee, so as to confront him, moved his army, and established a line of defence along the Rapidan River. In this position the two armies remained, in comparative quiet, about two months. Early in October, General Lee, with Ewell's and Hill's corps, crossed the Rapidan to attack Meade's flank, or force him to retire from his position.

The Grays, having been encamped at Gordonsville since the 24th of September, were ordered to rejoin their corps, and on the 9th of October we left Gordonsville, marching via Madison Court-House, where we camped on the 10th. On Sunday morning (11th), we reached Culpepper Court-House. Just before our arrival it was ascertained that Meade was on the farther side of the Rappahannock River, which would render it necessary for our troops to make another flank movement. On Monday, the 12th, therefore, we started for Warrenton. Passing near Salem, we camped that night at Amisville. The next day, passing Warrenton Springs, we reached Warrenton. On the morning of the 14th, we resumed our march, and about ten o'clock we came upon a little place called Grinage. Here we found the deserted camp of the enemy. Their camp-fires were still burning, many articles of camp equipage were lying around, everything showing that a panic had seized them and that their retreat was hasty and terrified. We hastened on in pursuit, at a rapid rate, capturing their stragglers at every turn. At the same time, we knew that Ewell was driving another corps of the enemy on our right up the Orange & Alexandria Railroad. Our men were in the highest spirits, confident not only of victory, but of destroying or capturing everything in front of us. We knew the river in their rear was swollen, and possibly the bridges gone, and there would be no outlet for them. Governor Vance's faithful ship, the "Advance," had come in "heavily laden," and we were proudly and splendidly dressed in some of the gray cloth of its cargo, which, but a few days before, we had received; our hopes were buoyant, our rations plentiful, and it is easy to imagine with what pace we kept up the pursuit. Reasonable expectations doomed to a speedy and bitter disappointment!

After keeping up the pursuit at this rapid rate for some three hours along the main road leading to Bristoe station, our brigade filed out into the woods upon our right when we arrived within a short distance of the station. Cooke's brigade formed the advance of the pursuing column, Kirkland's brigade followed, then came the remainder of A. P. Hill's corps. At the time we filed to our right in the woods, Kirkland's brigade moved up and filed off to the left of the road; the rest of our corps was halted and remained in the road in the rear. Our brigade (Cooke's) was immediately thrown into line of battle, the 46th N.C. regiment on the extreme right, the 15th N.C. next, the 27th N.C. next, and the 48th N.C. next, with their left resting upon the main road. In this position we were ordered to move forward. Advancing some five hundred yards through a dense forest of pines, we were halted near a small stream in an open field. About 800 yards in our front and to our left upon a hill, we could see several brigades of the enemy; while in the road in their front a large wagon train was hurriedly moving off. About this time a battery of guns concealed in the woods opened a heavy fire upon our right flank, seemingly to cover the retreat of their wagon train. Just then a courier from Gen. Heth handed to Gen. Cooke orders from Gen. Hill to advance; in the meanwhile a message was received from Col. Hall, commanding our right flank, informing Gen. Cooke that the enemy had driven in his skirmishers and was pressing him on his flank. Thereupon Cooke sent Heth's courier back to him with the information that the enemy were in force upon his right, and before he could advance that his flank must be protected. The courier from Gen. Heth returned a second time with orders to advance, and while delivering the orders one of Gen. Lee's staff-officers rode up, and being informed of our situation, said to Cooke that he would go to Gen. Hill for him. Before he had time to reach Gen. Hill, a courier arrived direct from Hill to Gen. Cooke with orders to advance at once. Cooke replied, "I will do so, and if I am flanked I will face about and cut my way out," and immediately gave the command "forward!" Advancing at a quick step up a slight elevation we came in full view of the enemy. Simultaneous with our advance five pieces of our artillery, posted in the main road upon our left, opened fire on the enemy in sight, who retired apparently in confusion.

About 800 yards in the valley in our front ran the track of the Orange & Alexandria Railroad. The road here formed an embankment from six to eight feet high, extending far enough to overlap our brigade and a portion of Kirkland's on our left. The space between us and the railroad was a barren, open field, descending with a gradual declivity to the railroad embankment. Across and beyond the railroad about 300 yards, upon a considerable elevation, were extensive woods and thickets; here the enemy had posted their artillery. In front of these woods, and on the face of the hill descending to the railroad embankment, was posted what we then supposed was the enemy's skirmish line, but which proved to be a decoy, for the troops which had retired at the firing of our artillery in the road, and a large body of those who had been retreating before Ewell, had stretched themselves behind the railroad embankment, forming their real line of battle, which consisted of the entire second corps and one division of the 5th corps of Meade's army.

We had advanced rapidly some 25 yards when our regiment, being slightly in advance, was halted until the regiments upon our right and left came up. Here we discovered for the first time the real position of the enemy behind the railroad embankment. We were going down the hill; they, secure behind the bank, had only to lie down on the slope, rest their muskets on the track of the railroad and sweep the open field as we attacked. The attack was made.