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     MARCH 11th, 1862, President Lincoln issued War Order No. 3, directing "That the country west of the department of the Potomac, and east of the department of the Mississippi, be a military department, to be called the Mountain Department, and that the same be commanded by Gen. John C. Fremont." Gen. Fremont assumed command of the department on March 29th, and prepared at once for aggressive operations. Included in this department were the forces of the Cheat Mountain District, under Brig. Gen. Robert H. Milroy, of which the Second Virginia formed a part.

     Under date of March 16th, Gen. Milroy had recommended to Gen. Rosecrans a plan of operations, which included in its scope the capture of the forces on Allegheny Mountain, thence a rapid march on Staunton. Whether this recommendation was favorably considered by Gen. Fremont, the records do not show, though it may be inferred that it was, from a communication to the Secretary of war, April 3d, in which Gen. Fremont says: "We have lost an opportunity to capture the force at Camp Baldwin (Allegheny) for want of horses to move the batteries under Gen. Milroy." Gen. Milroy had expressed a fear of such a result in his terse statement: "Fear that game I have watched so long will escape me at last." On April 4th Gen. Fremont addressed the Secretary of War, reciting the bad condition of his mountain army in the way of transportation, and closed by saying that "Last night Gen. Milroy was ordered to advance, with the intention of occupying Allegheny, and generally now it seems that on our part movements in advance have become necessary."

     According to estimates made by Gen. Fremont, his whole available force, ready for active service, amounted to but 18,807 men, with which to guard a frontier of 350 miles, 300 miles of railroad and 200 miles of water communication. The Cheat Mountain district, under Gen. Milroy, comprised 6,084 of these forces. Before leaving the summit, a scouting party, under command of Capt. George R. Latham, consisting of eighty men, from Companies B and K, went in the direction of Monterey. They camped the first night about three miles east of the Staunton pike, at the foot of the Allegheny Mountains; the next day they traveled hard through the heavy timber to the summit of the Alleghenies; thence they descended the mountain and quietly entered the town of Monterey, which they held until the arrival of the regiment, being the first troops to enter the place.

     All preparations were completed, and the order to advance was given. We left camp on Cheat Mountain summit at 2 o'clock P. M. on Saturday, April 5, 1862, and marched that day to Camp Greenbrier, a distance of twelve miles, where we camped for the night on the banks of the beautiful river that runs through the valley. It was our first night for three months in the valley, and to us it was one of the most delightful of our army life. The first faint approaches of spring were to be seen, and we lay down to rest under the clear sky of an April night, with just enough frost to make huge camp fires very comfortable, which were made from thy fences that were near the camp.

     Early on the morning of the 6th, we continued our march and before noon we were in Camp Allegheny, where all winter hundreds of confederate troops had been in camp, that were now retreating southward. The distance to the camp was nine miles, but it was all up hill, and once again we were on the mountain top. It was a strongly fortified point, commanding all the approaches, and it was easily seen why our brave men failed in their attempt to capture it the December previous. We remained here through the night, and a dreary, dismal place it was. On the 7th we marched to Monterey, a distance of about sixteen miles, and it was one of the roughest and most disagreeable marches we had yet experienced. The snow fell continuously and melted as it fell, forming a bed of mud that was almost impassable, while overhead we had all the comforts of a snow storm, and cold enough to make us miserable. Upon our arrival in Monterey we found Capt. Latham and his party in charge. The following day other troops came in, and soon a fair-sized army was ready for duty. On the 8th a scouting party was sent out from our regiment, which came in contact with the enemy, but no loss was sustained. At night our pickets and some of the enemy's scouts had a fight, but no one was hurt on our side. April 21st, Capt. Ewing was directed to take twenty-five of his men toward Clover Lick, Huntersville and Green Bank to ferret out, and capture or kill all mail carriers or guerrillas he might meet, especially to capture, if possible, Jacob Beveridge, residing on Clover Lick, and if he resisted or attempted to escape, his life must pay the forfeit. They were to take coffee and sugar rations for four days and the rest of the rations to be furnished on the way. The captain and his squad went on their delightful service of meeting guerrillas and killing them, if they tried to get away. They went to Beveridge's house, but that individual was not at home. Finding a big iron kettle Serg't Osborne prepared a novel supper, the recipe for which the captain gives as follows: Twenty-three chickens, a large handful of salt, a bucket of water, and balls made of Indian meal. It was a great success and highly enjoyed. Finding that Beveridge was determined not to come home and be captured, the party returned to camp.

     The life in Monterey was one of unusual interest, and had enough of danger in it to give it spice and variety. We were quartered in the empty houses that were available, and though crowded beyond comfort, it afforded a life particularly dear to the soldier. When off duty, the fun and frolic that pervaded every company and every mess, were of the most hilarious character. Here the true art of foraging, in all its varied aspects, was learned by the boys, and they were apt pupils. For the first time we were in the enemy's country where there was something to eat, and other duties kept the officers and guards from scrutinizing too closely the mysterious movements of some of the men, who seemed to be "unusually active in the service of their country. The farmers in the neighborhood could explain everything but they did not, and meanwhile the soldiers lived on the best that the country afforded.

     On the night of the 11th, companies C., F. and H. of the Second and a few cavalry, went out on the pike toward McDowell, to reconnoiter, and had a skirmish with the advance of the enemy. Toward morning they charged the enemy, ran them into their camp, and were treated to a lively return of bullets, in which two of the cavalry were hurt and one of Company F slightly. This led to an attack on our camp the next day. About 9 o'clock on the morning of the 12th, skirmishing began on our outposts; but the pickets were able to hold their own until almost noon, when the advancing force threatened their capture. About 12 o'clock the long roll was beaten, and all the troops in the place fell quickly into line. Our regiment, and the 32d and 75th Ohio regiments, took position on the right of the town, and the 25th Ohio and battery took position on the left of the town. Reinforcements were sent to the pickets, consisting of two companies of the Seventh Ohio, Companies B and D, Second Virginia, two companies of the Twenty-fifth Ohio, two of the Thirty-second Ohio, one company First Virginia Cavalry, and one gun of Capt. Hyman's battery, under command of Maj. Webster. The skirmishing was quite brisk for a short time, but the enemy were put to flight and pursued to their camp near McDowell. Our loss was three men badly wounded in the Seventy-fifth Ohio. The force of the enemy was about 1,000, with two cavalry companies and two pieces of artillery, and their loss was quite heavy.

     On the 13th a false alarm caused the sending of the Second in the direction of Crab Bottom, marching about two and a half miles before it was discovered that our own troops, and not rebels, were the party that created the alarm. On the same day a heavy scouting party went to McDowell, and found the enemy fortifying on Shenandoah mountain. On the 16th, Company I, of the Second, some other infantry and a company of cavalry, went in the direction of McDowell to reconnoiter, and were the first troops to enter McDowell, the Second Virginia again taking the lead. They drove in the enemy's pickets, and prepared the way for the advance of other troops, which immediately went to the place, and they returned to Monterey on the 18th.

     On the 24th a foraging party, consisting of 26 wagons, with a guard of ten men, was sent out to Bull Pasture, about 15 miles from McDowell, for forage. Near Williamsville, the train became water bound, the rain falling in torrents. In pulling away from the edge of a stream that was rapidly rising, they had to pass a clump of laurels, from which the bushwhackers fired on the train, and William Howe, teamster of Company I, but not enlisted, was shot through the head. Soon after this his father, Daniel Howe, Company I, was also shot in the head, both killed, and T. J. Walker, of the same company, son-in-law of Daniel Howe, was struck in the left ankle by some missile, or stray shot, and falling severely hurt himself, but was able to get back to camp. Two of the guards were killed and two mortally wounded, and the teams were all captured and the wagons burned, 80 horses and mules being taken by the enemy. It was a disastrous affair to the party, and created intense excitement in camp. Gen. Milroy at once took measures to suppress the guerrillas, and they were so effective as to receive the commendation of Gen. Fremont, who said in a dispatch to Gen. Milroy: "Your efforts in suppression of guerrillas approved. The commanding general takes this occasion to say that he has been gratified with the good conduct and gallantry displayed by your command since entering the Monterey Valley, and requests that as much be conveyed to them through your headquarters." The "efforts" of Gen. Milroy were effective, and there was less of this kind of warfare thereafter.

     On the 29th the Second left Monterey to take part in the general movement that was soon to be made under the leadership of Gen. Fremont. The three weeks' stay at Monterey was one of considerable hardships, plenty of hard work as well as pleasure, such as the soldiers could have in their rough and exposed life. The weather was very severe at times, snow having fallen to a depth of ten inches in the latter part of the month, while rain, mud, storm and cold were of such frequent occurrence as to make our stay at times very disagreeable. The service was hard in picket duty and scouting, and bore heavily on the troops, but they endured it as became good soldiers.

     On April 28th Capt. Ewing was ordered to hire or press all the teams necessary to forward to Monterey all the guns of the battery formerly in charge of Capt. Johnson at Elkwater, consisting of six guns. They started without a single horse to walk back thirty-two miles to Elkwater to bring six guns, six caissons, the battery wagon and forge into the prospective fight at McDowell. Some of the boys never had walked thirty-two miles before that day, but Milroy's order was imperative, and they reached Elkwater in good shape. The company went to work with a will to press horses into the service of Uncle Sam. They found the horses and moved the battery for the first time in their lives. They had all kinds and descriptions of horse flesh and harness. Later on when they struck Blenker's Division at Franklin, they styled them the "Western Virginia Bushwhackers." They reached McDowell on the 7th and had nearly all night to get ready for the fight, the first real hard battle that they had ever been in, with their old plow harness, their colts that had never been broken, broken down old mares going on three legs, and ran the guns up and unlimbered them in the face of the enemy, and fired away until Gen. Schenck came at night with his division.

     Our stay at McDowell was a very exciting one, closing with a stubborn fight. The Second was kept in active service nearly the whole of the time. On the 30th Companies F and I were sent out on a scout, and at the same time Company B returned to camp from service of the same kind. The former party returned on May 4th, bringing with them a train of wagons loaded with flour. It was a welcome addition to the commissary department. Amid scouting and heavy picketing the force, consisting of Milroy's own command, passed the time, the demands on the strength and endurance of the men being very severe, but there was no conflict with the enemy until the 7th. On that morning the alarm was given and the forces of the command were placed in position for receiving the assaults of the enemy. The alarm was created by an attack on the 32nd Ohio and some of Shuman's cavalry, which were posted on the Shenandoah mountains about five miles from McDowell. Our little force was compelled to retreat, losing their tents, camp equipage, etc., and about twenty of the regiment were captured on picket duty. Shuman's cavalry cut their way through a portion of the enemy's forces, with a small loss. This was merely the prelude to the stubborn fight of the next day, when our forces, small in number, met the heavy forces of the rebels, and were compelled to retreat.

     On the morning of the 8th Gen. Schenck arrived with about 3,500 men, and though the senior of Gen. Milroy, permitted Milroy to conduct the battle. The enemy was discovered on Bull Pasture mountain, one and three-fourth miles from McDowell, on our right and front. Our battery commenced to shell them to ascertain their numbers, and Maj. Long, of the Seventy-third Ohio, and Company B, of our regiment, engaged them, skirmishing from about 10 o'clock until 3 in the afternoon, when Capt. Latham, of Company B, informed Gen. Milroy that the enemy were endeavoring to plant a battery upon the mountain, which would command our whole encampment. Aside from the efficient service rendered by Company B, the Second was not engaged in the battle, but was drawn up in line in full view of the fight, where it was held to support the artillery, and advance if needed. It was an unenviable situation and the men were anxious to go forward and take part in the exciting and dangerous conflict, but their duty was to await orders. From our position we had a splendid view of the whole scene, and it was one of grandeur and splendor, particularly after nightfall, that human eyes are not often permitted to see. About 3 o'clock the Twenty- fifth and Seventy-fifth Ohio attacked the enemy in front, and though but little over 900 in number, without any shelter from the fire of the enemy, they advanced up the precipitous mountain side upon a force of fully twice their own, protected by entrenchments and the natural formation of the mountain, and maintained the position unaided for one and a half hours. About 4 o'clock the Eighty-second and Thirty-second Ohio and the Third Virginia regiments were ordered to turn the right flank of the enemy, which they obeyed with the greatest alacrity, and kept up a destructive fire, causing the enemy to waver several times. The action then became general and bloody, lasting until after 8 o'clock. Capt. Ewing's battery, with the guns of Johnson's battery, was called into service, and gave good support until the forces came into close contact. The flashing of the guns after nightfall on the mountain side and crest, amid the trees, was indescribably grand and beautiful, and no one witnessing it can ever forget it. At times sheets of flame shot from the angry mouths of the guns, lighting up the whole mountain side, and again the flash from one or a few muskets made a scene of particular beauty and animation. A few minutes after 8 o'clock the firing ceased, and both sides rested, our men retiring to camp in good order, bringing with them their dead and wounded. The actual forces engaged in the battle under Gen. Milroy, were the regiments named, numbering 2,268 men, and their loss was 26 men killed, 227 wounded, and 3 missing, in all 256. Companies B and D, of the Second Virginia, were ordered out as pickets on the Staunton pike, and held the road, remaining as a rear guard, until the troops and supplies were safely on the road to Franklin, when they retired, protecting the rear of our column.

     The report of the enemy was made by Gen. T. J. (Stonewall) Jackson, whose account is not very dissimilar to that of Gen. Milroy, as to dates and general plan of action. The rebel forces were under the command of Gen. E. Johnson, and consisted of his brigade, that of Gen. Taliaferro, and Col. Campbell, in all twelve regiments and one battalion, numbering more than twice as many as Gen. Milroy led against them. Their losses are officially reported, as follows; Killed, 16 officers and 59 men; wounded, 38 officers and 385 men, a total of 498 killed and wounded, almost twice as many as in our forces, showing that though at a great disadvantage in numbers and position, our men fought with great courage and effectiveness. Gen. Johnson, two colonels and two majors were among the wounded, and one colonel was killed, of the confederates.

     Early next morning, under orders from Gen. Fremont, our forces retired in the direction of Franklin, where the troops of the Mountain Department were being concentrated. The line of march started at 4 o'clock, stopping for the night about eight miles from Franklin. During the day's march we were constantly harassed by the enemy, and at noon were drawn up in line of battle to repel their approach, but they fell back. The following day we reached Franklin, where we went into camp. The guerillas were busy during the night, but with disastrous results to them. On the 11th or 12th we were ordered into line several times, but no serious fighting occurred, the enemy being content to wage bushwhacking without giving us the opportunity to meet them fairly in battle.

     The arrival of Gen. Fremont and staff on the 13th, created intense excitement in camp. They brought with them eight regiments and four batteries, followed the next day by six regiments and two batteries. There was the greatest curiosity to see the gallant general; and his handsome presence and military bearing, gave great confidence to the troops now directly under his command. He was welcomed with military honors and by the plaudits of the thousands of soldiers encamped in the place. We were no longer annoyed by the forays of bushwhackers, the enemy having retired from our immediate front, but a more dreaded enemy threatened us, that of hunger. On the 17th the supply of bread of all kinds was exhausted, and the only food left the thousands of men in the camp was fresh beef, and not even salt had we with which to season it. For some reason our supply trains were delayed, and for three days, and in some cases longer than that, there was not a pound of bread for the thousands of weary and hungry men, but unsalted beef was the only rations. In this time we were subjected to the exposure of heavy rains, and were required also to help in the erection of fortifications; the unfit food, and heavy labor, making such a draught on the endurance of the men, that the forces were greatly weakened. Diarrhrea, dysentery, etc., were the common lot of all, and it was in this condition we were found, when the order of march came on the 25th.

     It was about this time that the famous brigade under Gen. Milroy was formed, consisting of the Second, Third and Fifth regiments of Virginia infantry, the Twenty-fifth Ohio infantry, and Ewing's, Hyman's and Johnson's batteries.

     On the 21st, Col. Moss and Lieut. Col. Moran resigned their commissions, and Capt. George R. Latham was appointed colonel, but was not commissioned until the 24th. On the same day that he was appointed colonel, Capt. Latham was sent to Seneca, in charge of 500 men, to disperse or capture the notorious Bill Harper and his gang of bushwhackers. Upon arriving at their destination, Capt. Latham and party met Harper, whom he killed, and three of his men, besides wounding several others, and capturing a large quantity of stores. It was an expedition of great value, resulting in clearing out this notorious gang of bushwhackers. Maj. J. D. Owens was left in charge of the regiment, commanding it until the return from the battle of Cross Keys, where he did good service with his gallant men.

     Gen. Fremont gives the following graphic account of the condition of affairs at Franklin:

     "The streams at my rear were swollen by the incessant rains, and the roads had become almost impassable. Not so much as one quarter forage was got forward, and except an incomplete ration of bread, no rations had been got up for the men. For days together, fresh beef, with a little salt, was the only provision on hand for issue. Coffee, so essential and desirable in the field, was becoming a luxury almost unknown. Sick lists were largely on the increase, and such was the demoralization induced by privations endured, that demonstrations among the men, amounting almost to open mutiny, had in instances to be put down with a strong hand."

     The line of march was taken up May 25th, and the weary tramp to Strasburg was to try the strength and spirit of the troops. The roads were horrible, delaying the column, the wagons and the artillery almost swamping in the mud. Our brigade reached Petersburg on the 27th, and resumed the march the next morning, stopping for dinner at beautiful Morefield, amid the lovely and picturesque scenery about it. We marched nine miles further and camped for the night in the Lost mountains. During the next day we marched a few miles and rested for the night in the forest of this wild mountain region. On the 1st of June we arrived within five miles of Strasburg, striking the rear of Jackson's retreating army. The latter part of the march was through drenching rains, falling in torrents on the men, who had but little protection from thorough wetting, and as the excitement of the firing in front reached us, we dashed through streams and double quicked to the scene of firing, forgetting our weariness and discomfort in the hope of a fight with the enemy. Then began the famous campaign in the Shenandoah valley, in which the forces under Fremont, worn down by hunger and fatigue, forced to battle the command of Stonewall Jackson, and in the language of President Lincoln, addressed to Gen. Fremont June 13th, "You (we) fought Jackson alone and worsted him." The following account of our rapid march up the valley to Harrisonburg, not equalled to this time by any campaign in the war, in rapidity of action or severity and hardships, is from the official report of Gen. Fremont:

     "With the arrival of the rear, the leading corps of my command again stretched forward, taking the road to Strasburg. At 7 o'clock in the morning of this day, June 1st, my advance, under Lieut, Col. Cluseret, first touched Jackson's main body, driving in the advanced pickets of Gen. Ewell's brigade. Pressing forward and encountering and driving stronger bodies of skirmishers, the column within a short distance came upon cavalry and a battery in position, which immediately opened fire. * * About noon the enemy's batteries ceased fire, and my troops were ordered to encamp. Our cavalry, being pushed forward, found the enemy withdrawing and a strong column of infantry just filing past our front. A reconnoisance by Col. Cluseret with the 8th Virginia, pushed to within 2 miles of Strasburg, showed the enemy withdrawn, and at nightfall this officer, with his brigade, accompanied by a battalion of cavalry and a section of artillery, was ordered to move forward upon Strasburg and determine the position of the enemy. The day closed with one of the most violent rain storms I have ever seen, with really terrific lightning and thunder, and the night being very dark, and Col. Cluseret being without guides or knowledge of the country, his troops passed the town of Strasburg, and marching to the light of the enemy's fires, about 11 o'clock came into contact with Ashby's cavalry, which occupied the road forming the rear of Jackson's position, about two miles beyond Strasburg, on the road to Woodstock. * * Having ascertained the position of the enemy, Col. Cluseret withdrew his men and returned to camp. The reconnoisance showed the enemy in retreat. With daylight of June 2nd, my command moved in pursuit. * * Closely pressed by my advance, the enemy at about 10 A. M., turned to make a stand. * * After determined resistance for an hour the enemy were driven from position and again pursued. Repeatedly during the day they faced about and were as often compelled to relinquish the fight. The pursuit was rapid, not less than 18 miles being made in the space of 5 hours. In one instance scarcely a hundred yards separated my advance from the enemy, the latter, however, gaining a small bridge and unlimbering rapidly upon a rocky rise beyond. By sunset the enemy had reached for the night the higher points beyond Woodstock. The retreat was reckless. Over 500 prisoners fell into our hands. Several hundred stand of small arms cast away or left in stacks by the rebels were also gathered. Of gray-coated stragglers at least a thousand were in the woods and country adjoining. Broken ambulances, clothing, blankets, and articles of equipment strewed the route. Our loss was small. At the last stand made by the enemy, he lost 7 killed. His total loss during the day must have been considerable. At about 5 o'clock in the afternoon Gen. Stahel's brigade occupied Woodstock.

     Although much fatigued by the forced march of the day previous, my command at an Early hour of the morning of June 3, were upon the road to resume pursuit. Again the rear guard of the enemy turned to cover his main body, or to gain time for placing obstacles, tearing np the road, or destroying culverts and bridges. The fire of the opposing batteries was mutually brisk, with, at intervals, an accompaniment of the dropping shots of small arms. Strenuous effort was made by the rebels to destroy the bridge over Stony Creek, at Edenburg, about five miles out of Woodstock. A portion of the planks were torn up and the timbers so far cut that the structure sank, partially broken, about midway of the current. So prompt, however, were my advance troops that the party left by the enemy was compelled to retreat in haste without further execution of its design. A ford was found at a short distance up the stream, and, with some difficulty, cavalry and artillery were gotten across.* * By noon my command were mainly upon the farther bank and again in rapid motion. The bridge over Cedar (Mill) Creek at Mount Jackson was saved nearly intact by the celerity with which the enemy was overtaken. The rebel Gen. Ashby barely escaped capture at this point by Capt. Conger's company of Third Virginia Cavalry. This company, pressing forward under their persevering leader, were in season to come on a body of the enemy about to fire the largest and more important bridge beyond Mount Jackson, crossing the north fork of the Shenandoah. A gallant charge was made, but the volleys of grape and musketry drove back the small command. * * * The bridge was successfully fired, burning rapidly, with thick volumes of flame and smoke.

     The pontoons procured by me at Pittsburgh, having been kept well up with the column, were now ordered to the front, and preparations immediately made to gain passage by rebridging the Shenandoah. * * A heavy rain set in, but operations were continued throughout the night. By six in the morning the bridge was made available for crossing and a force of infantry and cavalry gotten over. Suddenly, however, the river began to rise, to a yet greater height. In the space of four hours, flooded by the storm and its mountain tributaries, it had gained fully twelve feet, with a current correspondingly turbulent and swift. The drift borne down was working great mischief and several of the boats were swamped. To save the bridge from utter destruction the ropes were cut and the pontoon swung round to the northern shore. * * * The troops already across being well posted and amply covered by our batteries upon the bluffs, little apprehension was felt as regarded their immediate safety. Toward night the stream, as suddenly as it had risen, began to subside, and parties at work renewed their efforts. Their task was arduous, and it was not until 10 A. M. of the next day that the bridge was again in condition for crossing.

     On the 5th of June, then, crossing safely the bridge of pontoons, my column, with scarcely more than half the numbers of the enemy in advance, retook the trail and pushed steadily forward. A lapse of more than thirty hours since the burning of the main bridge over the Shenandoah had given the enemy an advantage he proved not slow to use. He was not overtaken upon the 5th, and having made eighteen miles and passing on the way the enemy's fires still burning, my command was bivouacked beyond New Market, the enemy's camp being but a few miles ahead.

     On the 6th I was enabled by an early and rapid march to restore the lost contact. Our progress was a little retarded by the burned and blazing culverts which had been fired by the enemy along the road, but sharp artillery and cavalry skirmishing was renewed during the forenoon, and at about 2 o'clock my advance drove his rear guard through Harrisonburg. The direction taken by the main force of the enemy being uncertain, my troops were ordered into camp around the town. Later in the afternoon the First New Jersey Cavalry, with a battalion of the Fourth New York Cavalry, came suddenly upon the enemy's camp in the woods several miles to the southeast, and was driven out with serious loss. A little before sundown Gen. Bayard entered the woods with four companies of Kane's Rifles (Bucktails) and the First Penn'a Cavalry. Almost immediately after getting into the timber, the Rifles encountered a regiment of cavalry with artillery and a regiment of infantry, from which they received a very damaging fire. A very severe engagement of half an hour followed, during which the Rifles lost upward of forty in killed, wounded and missing. * * Col. Cluseret coming up with his brigade to the support of the Riflemen, the enemy retreated in disorder, leaving him in possession of their camp. On their part, the enemy in this sharp affair suffered still more severely, losing among the killed Gen. Ashby, who, up to this time, had covered their retreat with admirable audacity and skill.

     On the 7th a reconnoisance in force was sent out under General Milroy in the direction of Port Republic. We left Harrisonburg at 2 p. m, traveling about six miles, through fields and woods, striking Jackson's force but avoiding bringing on an engagement. We found that Jackson had turned in the direction of Port Republic, and that he was about to turn in force to dispute our advance. We returned to camp to rest for the conflict of the morrow. On the morning of the 8th, Sunday, the march was resumed, the command taking the road leading directly through the woods to Cross Keys. About 8:30 our advance under Col. Cluseret, struck the enemy at a point near Union church and immediately engaged him. The rebels were driven back about a mile, when they were drawn up in line of battle, and Gen. Fremont ordered his troops into position with a view to a general attack. Our line of battle was as follows: Milroy's brigade formed the right wing, with Schenck in reserve; left wing, Stahel; center, Cluseret; reserve to Stahel and Cluseret, Bohlen, and Fourth N. Y. cavalry extreme left, with cavalry watching our right and rear.

     Of Jackson's position Gen. Fremont says:

     "The enemy occupied a position of uncommon strength, commanding the junction of the roads to Port Republic. His main line was advantageously posted upon a ridge, protected in front by a deep declivity, and almost entirely masked by thick woods and covered by fences. Near his center, and on the summit of an abrupt ascent, bordered at the base by the high perpendicular bank of a marshy creek, he had massed, in addition to his guns elsewhere, three of his best batteries. From superiority of numbers his flanks both at the right and left considerably overlapped mine."

     Judging the enemy's right to be his strategic point, the general decided to press him from this side. It resulted in a fierce fight, in which the German troops in General Blenker's division were severely punished, but they resolutely held their ground, resisting with great gallantry the repeated bayonet charges of the rebels. General Milroy's brigade on the right was doing effective service, steadily driving the enemy, advancing his lines fully a mile. In our front were Generals Early and Elzey, and though they obstinately disputed every foot of ground, they were forced to retire before the forces of General Milroy, whose brave and impetuous leadership was almost irresistible. The Second was in the hottest of the fight, and responded to every command and order with the precision and heroism of veterans. While hurrying into line the enemy's shells fell thick and fast about us, but not a man wavered. It was a serious time, but neither danger nor noise could check the flow of the spirits of the men, and they went into the conflict confident, courageous and cheerful.

     At first our regiment was placed in position along a fence with the batteries of our brigade in front. The batteries opened on the rebels, when the courtesy was returned, and the shot and shell flew thick and fast into our lines, giving the boys some idea of the realities of war.

     The position of our regiment was then changed, and we lay in a ravine with our batteries to the rear of our position, and here we were treated to the music of the screaming and hissing shells, which seemed to us to be as thick as the leaves of Vallambrosa, but the softness of the ground, into which scores of shells sank, saved us from serious injury. Again we were moved, this time into a ravine where we were in line between our batteries in the rear on an elevation, and the rebels in front. We were then permitted to witness an exciting artillery duel, which was rendered terrible by the screaming of the horses that were wounded, and far more by the men of the regiment who were shot. The battle was fully on, and we were ordered to the right and front to resist the enemy who were attempting a flank movement. A brisk and severe musketry fight was the result, with considerable loss to our brigade, and a much heavier one to the opposing forces, who were compelled to give way before the gallantry of our troops.

     Gen. Fremont, acting on information from Gen. Shields that he could hold the bridge at Port Republic, and prevent Jackson crossing the river, determined to defer a renewal of the battle until morning, reform his lines, and give the men a needed rest, as they had been marching and fighting since early morning, without any chance to rest or take food. The command was directed to bivouac, and the night was busily spent in preparations to have the command in readiness for a general advance in the morning. But Gen. Shields failed to burn or hold the bridge, Jackson drove him from his front, and escaped across the river. In the morning when Gen. Fremont advanced he found no enemy in front, but the enemy's dead in great numbers lay upon the field. Advancing toward the river, a black column of smoke, rising about five miles in advance, showed the Port Republic bridge on fire, and soon afterwards the sound of cannon and white wreaths from rapidly exploding shells along the line of the river, showed an engagement in progress in the vicinity of the bridge. A single brigade sent forward by Gen. Shields to hold the bridge had been cut to pieces, and Col. Carrol in command, had for his own reasons failed to burn the bridge, and the result was before us, while Jackson was on his way to Richmond. Thus ended the battle of Cross Keys, and the advantages were certainly with General Fremont who, with a force of 10,500, met the whole command of Jackson, of at least 18,000, consisting of Jackson's division of three brigades of eleven regiments, one battalion and six batteries; Ewell's division of four brigades of sixteen regiments, one battalion and five batteries, and two regiments of cavalry and a battery. The loss in our command was 114 killed, 443 wounded, 127 missing, total 684.

     The loss in Jackson's command incomplete reports, was 58 killed, 402 wounded, 47 missing, total 506, taken from reports of Jackson and Ewell. Our brigade lost in this battle 23 killed, 122 wounded, 14 missing, total 159, of which the Second lost 3 killed, J. B. Kelly Co. A., J. Berry Co. H., and W. H. Mail Co. K., and 19 wounded, with 2 missing; total 24.

     General Fremont has the following relative to his troops, in his report:

     On the evening of the 7th, preceding the battle of Cross Keys, it was ascertained that less than one full ration in any form remained for issue; and it was only upon the certainty of a fight the next day that the council assembled decided for any plan to move forward. These circumstances cannot but forcibly illustrate the physical condition of my men four days after Cross Keys, on their return to Mount Jackson. It was, indeed, less a matter of surprise that their fatigues and privations had begun unmistakably to tell upon the most robust than that the mass had been got forward at all. More than 200 had, up to this time, after careful examination by aboard of surgeons, been discharged for disabilities incident to their hard service, while the remaining sick and wounded, brought along mainly in army wagons owing to want of ambulances, upward of 1,000, were now at Mount Jackson. The heroism, the uncomplaining patience with which the soldiers of my command endured the starvation and other bodily sufferings of their extended marches, added to their never failing alacrity for duty against the enemy, entitle them to my gratitude and respect. For their good conduct on the march and on the field, I take this opportunity to thank them as as well as their officers, regretting that within the limits of this report I cannot dwell upon the many single cases of individual merit that came under my notice.

     The energetic movements made by the general and his excellent treatment of his troops, greatly endeared him to the command, and he was popular to a wonderful degree. Firm and rigid in discipline, he saw that all fully attended to their duty, but in personal contact with his men he was kind and considerate, and made due allowance for their fatigued condition.

     In this campaign we marched 200 miles in 115 hours of marching, it being 432 hours from the time we started until the close of the expedition. We walked in column nearly two miles an hour, a record sufficient to attest the endurance of the men and their fidelity to the cause they so well served. For about six weeks they were without tents or shelter of any kind, and on the 24th of June, when the command had returned to Strasburg, they received, for the first time since they started on the campaign, full rations, a period of considerably over a month, and previous to that time, they had became exhausted for want of food. Our regiment came out of the campaign with less than 300 men fit for duty. Our march back to Strasburg was uneventful, and we arrived in that old, town on the 20th. We had been in camp for several days at Mount Jackson, a section of country of rare beauty, but like all the rest of the valley, devastated by the ravages of war.

     On the 22d our whole regiment went out on an expedition, returning at night, without seeing anything of note. On the 24th all the troops left Strasburg and went to Middletown, except our brigade, which was left to keep a watch on the valley. We were camped on a beautiful spot, out in the edge of a woods, where we had all the delights of country life, and had an enjoyable time, so far as that was possible under the circumstances. On the 26th our regiment went out on another scout, returning the next day, having accomplished nothing. While in camp at Strasburg a large number of the men of our division were discharged for disability, this being particularly true of the German regiments in Blenker's division, on whom the expedition told particularly hard. Upon arriving at Middletown, Gen. Fremont's troops effected a junction with those of Gens. McDowell and Banks. On the 26th an order was issued by the President placing Gen. Pope in command of the troops under these generals. In regard to this Gen. Fremont says: "Having the conviction that consistently with a just regard for the safety of my troops and what was rightfully due to my personal honor, I could not suffer myself to pass under the command of Gen. Pope, I asked to be relieved from the duty to which I had been assigned under him. On the 27th of June, having been relieved of my command by direction of the President, I proceeded to New York to await further orders."