overwhelming me, be quickly returned to confront General Meade. I was satisfied, moreover, that my transportation could not supply me further than Harrisonburg, and if in penetrating the Blue Ridge I met with protracted resistance, a lack of supplies might compel me to abandon the attempt at a most inopportune time.

I therefore advised that the Valley campaign be terminated north of Staunton, and I be permitted to return, carrying out on the way my original instructions for desolating the Shenandoah country so as to make it untenable for permanent occupation by the Confederates. I proposed to detach the bulk of my army when this work of destruction was completed, and send it by way of the Baltimore and Ohio railroad through Washington to the Petersburg line, believing that I could move it more rapidly by that route than by any other. I was confident that if a movement of this character could be made with celerity it would culminate in the capture of Richmond and possibly of General Lee's army, and I was in hopes that General Grant would take the same view of the matter; but just at this time he was so pressed by the Government and by public-opinion at the North, that he advocated the wholly different conception of driving Early into eastern Virginia, and adhered to this plan with some tenacity. Considerable correspondence regarding the subject took place between us, throughout which I stoutly maintained that we should not risk, by what I held to be a false move, all that my army had gained. I being on the ground, General Grant left to me the final decision of the question, and I solved the first step by determining to withdraw down the valley at least as far as Strasburg, which movement was begun on the 6th of October.

The cavalry as it retired was stretched across the country from the Blue Ridge to the eastern slope of the Alleghanies, with orders to drive off all stock and destroy all supplies as it moved northward. The infantry preceded the cavalry, passing down the Valley pike, and as we marched along the many columns of smoke from burning stacks, and mills filled with grain, indicated that the adjacent country was fast losing the features which hitherto had made it a great magazine of stores for the Confederate armies.

During the 6th and 7th of October, the enemy's horse followed us up, though at a respectful distance. This cavalry was now under command of General T. W. Rosser, who on October 5 had joined Early with an additional brigade from Richmond. As we proceeded the Confederates gained confidence, probably on account of the reputation with which its new commander had been heralded, and on the third day's march had the temerity to annoy my rear guard considerably. Tired of these annoyances, I concluded to open the enemy's eyes in earnest, so that night I told Torbert I expected him either to give Rosser a drubbing next morning or get whipped himself, and that the infantry would be halted until the affair was over; I also informed him that I proposed to ride out to Round Top Mountain to see the fight. When I decided to have Rosser chastised, Merritt was encamped at the foot of Round Top, an elevation just north of Tom's Brook, and Custer some six miles farther north and west, near Tumbling Run. In the night Custer was ordered to retrace his steps before daylight by the Back road, which is parallel to and about three miles from the Valley pike, and attack the enemy at Tom's Brook crossing, while Merritt's instructions were to assail him on the Valley pike in concert with Custer. About 7 in the morning, Custer's division encountered Rosser himself with three brigades, and while the stirring sounds of the resulting artillery duel were reverberating through the valley Merritt moved briskly to the front and fell upon Generals Lomax and Johnson on the Valley pike. Merritt, by extending his right, quickly established connection with Custer, and the two divisions moved forward together under Torbert's direction, with a determination to inflict on the enemy the sharp and summary punishment his rashness had invited.

The engagement soon became general across the valley, both sides fighting mainly mounted. For about two hours the contending lines struggled with each other along Tom's Brook, the charges and counter charges at many points being plainly visible from the summit of Round Top, where I had my headquarters for the time.

The open country permitting a sabre fight, both sides seemed bent on using that arm. In the centre the Confederates maintained their position with much stubbornness, and for a time seemed to have recovered their former spirit, but at last they began to give way on both flanks, and as these receded, Merritt and Custer went at the wavering ranks in a charge along the whole front. The result was a general smash-up of the entire Confederate line, the retreat quickly degenerating into a rout the like of which was never before seen. For twenty-six miles this wild stampede kept up, with our troopers close at the enemy's heels; and the ludicrous incidents of the chase never ceased to be amusing topics around the camp-fires of Merritt and Custer. In the fight and pursuit Torbert took eleven pieces of artillery, with their caissons, all the wagons and ambulances the enemy had on the ground, and three hundred prisoners. Some of Rosser's troopers fled to the mountains by way of Columbia Furnace, and some up the Valley pike and into the Massamitten Range, apparently not discovering that the chase had been discontinued till south of Mount Jackson they rallied on Early's infantry.

After this catastrophe, Early reported to General Lee that his cavalry was so badly demoralized that it should be dismounted; and the citizens of the valley, intensely disgusted with the boasting and swaggering that had characterized the arrival of the "Laurel Brigade" in that section, baptized the action (known to us as Tom's Brook) the "Woodstock Races," and never tired of poking fun at General Rosser about his precipitate and inglorious flight. (When Rosser arrived from Richmond with his brigade he was proclaimed as the savior of the Valley, and his men came all bedecked with laurel branches.)

On the 10th my army, resuming its retrograde movement, crossed to the north side of Cedar Creek. The work of repairing the Manassas Gap branch of the Orange and Alexandria railroad had been begun some days before, out from Washington, and, anticipating that it would be in readiness to transport troops by the time they could reach Piedmont, I directed the Sixth Corps to continue its march toward Front Royal, expecting to return to the Army of the Potomac by that line. By the 12th, however, my views regarding the reconstruction of this railroad began to prevail, and the work on it was discontinued. The Sixth Corps, therefore, abandoned that route, and moved toward Ashby's Gap with the purpose of marching direct to Washington, but on the 13th I recalled it to Cedar Creek, in consequence of the arrival of the enemy's infantry at Fisher's Hill, and the receipt, the night before, of the following despatch, which again opened the question of an advance on Gordonsville and Charlottesville:

(Cipher.)
"WASHINGTON, October 12, 1864, 12 M.

"MAJOR-GENERAL SHERIDAN:

"Lieutenant-General Grant wishes a position taken far enough south to serve as a base for further operations upon Gordonsville and Charlottesville. It must be strongly fortified and provisioned. Some point in the vicinity of Manassas Gap would seem best suited for all purposes. Colonel Alexander, of the Engineers, will be sent to consult with you as soon as you connect with General Augur.

"H. W. HALLECK, Major-General."

As it was well known in Washington that the views expressed in the above despatch were counter to my convictions, I was the next day required by the following