south of Red Bud Run, and bring Rodes into the interval between Gordon and Ramseur.

When the two corps had all got through the canyon they were formed with Getty's division of the Sixth to the left of the Berryville pike, Rickett's division to the right of the pike, and Russell's division in reserve in rear of the other two. Grover's division of the Nineteenth Corps came next on the right of Rickett's, with Dwight to its rear in reserve, while Crook was to begin massing near the Opequon crossing about the time Wright and Emory were ready to attack.

Just before noon the line of Getty, Ricketts, and Grover moved forward, and as we advanced, the Confederates, covered by some heavy woods on their right, slight underbrush and corn-fields along their Centre, and a large body of timber on their left along the Red Bud, opened fire from their whole front. We gained considerable ground at first, especially on our left but the desperate resistance which the right met with demonstrated that the time we had unavoidably lost in the morning had been of incalculable value to Early, for it was evident that he had been enabled already to so far concentrate his troops as to have the different divisions of his army in a connected line of battle, in good shape to resist.

Getty and Ricketts made some progress toward Winchester in connection with Wilson's cavalry, which was beyond the Senseny road on Getty's left, and as they were pressing back Ramseur's infantry and Lomax's cavalry Grover attacked from the right with decided effect. Grover in a few minutes broke up Evans's brigade of Gordon's division, but his pursuit of Evans destroyed the continuity of my general line, and increased an interval that had already been made by the deflection of Ricketts to the left, in obedience to instructions that had been given him to guide his division on the Berryville pike. As the line pressed forward, Ricketts observed this widening interval and endeavored to fill it with the small brigade of Colonel Keifer, but at this juncture both Gordon and Rodes struck the weak spot where the right of the Sixth Corps and the left of the Nineteenth should have been in conjunction, and succeeded in checking my advance by driving back a part of Ricketts's division, and the most of Grover's. As these troops were retiring I ordered Russell's reserve division to be put into action, and just as the flank of the enemy's troops in pursuit of Grover was presented, Upton's brigade, led in person by both Russell and Upton, struck it in a charge so vigorous as to drive the Confederates back in turn to their original ground.

The success of Russell enabled me to re-establish the right of my line some little distance in advance of the position from which it started in the morning, and behind Russell's division (now commanded by Upton) the broken regiments of Ricketts's division were rallied. Dwight's division was then brought up on the right, and Grover's men formed behind it.

The charge of Russell was most opportune, but it cost many men in killed and wounded. Among the former was the courageous Russell himself; killed by a piece of shell that passed through his heart, although he had previously been struck by a bullet in the left breast, which wound, from its nature, must have proved mortal, yet of which he had not spoken. Russell's death oppressed us all with sadness, and me particularly. In the early days of my army life he was my captain and friend, and I was deeply indebted to him, not only for sound advice and good example, but for the inestimable service he had just performed, and sealed with his life, so it may be inferred how keenly I felt his loss.

As my lines were being rearranged, it was suggested to me to put Crook into the battle, but so strongly had I set my heart on using him to take possession of the Valley pike and cut off the enemy, that I resisted this advice, hoping that the necessity for putting him in would be obviated by the attack near Stephenson's depot that Torbert's cavalry was to make, and from which I was momentarily expecting to hear. No news of Torbert's progress came, however, so, yielding at last, I directed Crook to take post on the right of the Nineteenth Corps and, when the action was renewed, to push his command forward as a turning-column in conjunction with Emory. After some delay in the annoying defile, Crook got his men up, and posting Colonel Thoburn's division on the prolongation of the Nineteenth Corps, he formed Colonel Duval's division to the right of Thoburn. Here I joined Crook, informing him that I had just got word that Torbert was driving the enemy in confusion along the Martinsburg pike toward Winchester; at the same time I directed him to attack the moment all of Duval's men were in line. Wright was instructed to advance in concert with Crook, by swinging Emory and the right of the Sixth Corps to the left together in a half-wheel. Then leaving Crook, I rode along the Sixth and Nineteenth corps, the open ground over which they were passing affording a rare opportunity to witness the precision with which the attack was taken up from right to left. Crook's success began the moment he started to turn the enemy's left; and assured by the fact that Torbert had stampeded the Confederate cavalry and thrown Breckenridge's infantry into such disorder that it could do little to prevent the envelopment of Gordon's left, Crook pressed forward without even a halt.

Both Emory and Wright took up the fight as ordered, and as they did so I sent word to Wilson, in the hope that he could partly perform the work originally laid out for Crook, to push along the Senseny road and, if possible, gain the valley pike south of Winchester. I then returned toward my right flank, and as I reached the Nineteenth Corps the enemy was contesting the ground in its front with great obstinacy; but Emory's dogged persistence was at length rewarded with success, just as Crook's command emerged from the morass of Red Bud Run, and swept around Gordon, toward the right of Breckenridge, who, with two of Wharton's brigades, was holding a line at right angles with the Valley pike for the protection of the Confederate rear. Early had ordered these two brigades back from Stephenson's depot in the morning, purposing to protect with them his right flank and line of retreat, but while they were en route to this end, he was obliged to recall them to his left to meet Crook's attack.

To confront Torbert, Patton's brigade of infantry and some of Fitzhugh Lee's cavalry had been left back by Breckenridge, but, with Averell on the west side of the Valley pike and Merritt on the east, Torbert began to drive this opposing force toward Winchester the moment he struck it near Stephenson's depot, keeping it on the go till it reached the position held by Breckenridge, where it endeavored to make a stand.

The ground which Breckenridge was holding was open, and offered an opportunity such as seldom had been presented during the war for a mounted attack, and Torbert was not slow to take advantage of it. The instant Merritt's division could be formed for the charge, it went at Breckenridge's infantry and Fitzhugh Lee's cavalry with such momentum as to break the Confederate left, just as Averell was passing around it. Merritt's brigades, led by Custer, Lowell, and Devin, met from the start with pronounced success, and with sabre or pistol in hand literally rode down a battery of five guns and took about 1,200 prisoners. Almost simultaneously with this cavalry charge, Crook struck Breckenridge's right and Gordon's left, forcing these divisions to give way, and as they retired, Wright, in a vigorous attack, quickly broke Rodes up and pressed Ramseur so hard that the whole Confederate army fell back, contracting its lines within some breastworks which had been thrown up at a former period of the war, immediately in front of Winchester.

Here Early tried hard to stem the tide, but soon