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Fork, and crossing that stream at Strasburg, follows its western shore toward Harrisonburg. The great public road from Staunton to Winchester, passes along the east, or right bank of the Shenandoah, to and through Front Royal.

Strasburg, Front Royal, and Winchester, form the three angles of a nearly equilateral triangle, each side of which, as well as portions of its area, are traversed by good roads. From Winchester, a rail-road and highway extend to Harper's Ferry, and an excellent turnpike to Martinsburg, on the Baltimore and Ohio rail-road, and thence to Williamsport, on the north or left bank of the Potomac. Another and more circuitous route from Winchester, following, though at some distance, the line of the Great Cacapon river, strikes the Potomac opposite Hancock, about thirty miles above Williamsport.

Strasburg would be a strategic point of some importance, situated as it is at the head of the Massanutten valley, but for the fact that the eastern Shenandoah valley here opens at Front Royal, and that the broad plain and good roads north of that town, afford the means of flanking it, by way of Winchester or Middletown.

On the 16th of May, Gen. Banks, with his little army, consisting only of Gen. A. S. Williams' Division of two brigades, numbering in all not over six thousand men, turned his face northward, and sending his stores forward, by the as yet unbroken line of the Manassas Gap rail-road, pushed on by rapid marches to Strasburg, at every village of his route finding fresh evidence of the secret satisfaction with which the secession inhabitants witnessed his retreat.

He had need to make haste; for "Stonewall” Jackson, having gathered his forces from the Bull Pasture Mountains, from Gordonsville, and from Richmond, was pressing swiftly forward on the great highway from Staunton to Winchester, along the eastern bank of the Shenandoah, with a force of twenty or twenty-five thousand men, intending to cut off his

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retreat, and take his entire force prisoners. This expedition, though unknown to Gen. Banks, was but the realization of the fears he had entertained, when he found himself left with so inconsiderable a force, so far from his base.

He had sent, on the 16th of May, orders to Col. Kenly, who commanded the first Maryland regiment, to move with that regiment, numbering seven hundred and seventy-five effective men, and five companies of infantry from other regiments, an engineer corps, and a section of Knapp's battery, from Strasburg to Front Royal ; while the 2d Massachusetts were stationed at the bridge where the Manassas Gap rail-road crosses the North Fork of the Shenandoah, and five companies from other regiments at different positions along the road from Strasburg to Front Royal. These forces were thus posted to protect the two towns, and to guard against the attack of guerrilla parties, which infested the region, and were not expected to resist a largely superior force. Gen. Banks, with the remainder of his command, about four thousand two hundred men, reached Strasburg on the 18th or 19th of May. On the 23d, intelligence was brought to him that Col. Kenly had been attacked by the rebels in overwhelming force, at Front Royal, and the 2d Massachusetts, and what other force could be spared, were sent at once to his support. Later in the evening of that day, dispatches from fugitives who had escaped from Front Royal to Winchester, informed the General, that Col. Kenly's force had been destroyed or taken prisoners, with but few exceptions. Gen. Banks immediately gave orders for the re-call of the re-enforcements, and sent out exploring parties in every direction, to ascertain the proximity of the enemy. They were found in possession of every road in the vicinity of Strasburg, and approaching in heavy force in three columns. The bravery and determination of Col. Kenly and his little force had, though at terrible sacrifice, Col. Kenly himself being severely wounded, and his regiment almost annihilated, kept



them at bay for several hours, and so far delayed their progress as to give opportunity for the remainder of the force to save themselves by a rapid and skillful retreat. The Union commander found himself in a position when prompt decision and instant action were indispensable. There were three alternatives, all fraught with danger ; first, to retreat across North Mountain to the Potomac on the west, which could only be done at the sacrifice of his entire train of five hundred and fifty wagons at the outset, and would subject his command to flank attack, without the possibility of succor. Second, to attack the enemy in flank on the Front Royal road, which, with the great superiority in numbers of the rebels, would, sooner or later, have resulted in the inevitable destruction of Gen. Banks' force; and third, by a rapid movement upon Winchester, to anticipate the enemy's occupation of it, and secure in this way, his communication with his base at Harper's Ferry and Martinsburg, and the possibility of obtaining re-enforcements. This involved a rapid forced march of great extent, and the probability of several battles with a force six times as large as his own; but it was the only alternative which gave any hope of success, and he at once embraced it.

At 3 o'clock a. M., on the 24th of May, the wagon train was ordered forward, the disabled men left by Shields' Division were put upon the march, the re-enforcements sent to Col. Kenly were re-called and ordered to join the line on the Winchester route. Gen. Hatch, with nearly the whole force of cavalry, and six pieces of artillery, was ordered to protect the rear, and destroy the army stores which could not be removed, and to remain as long as possible in front of the town, to hold the enemy in check. By nine o'clock A, M., the whole column was on the march. They had passed Cedar Creek, about three miles from Strasburg, when information was received from the front, that the enemy had attacked the train, and was in full possession of the road at Middletown.



This intelligence necessitated an immediate change of position, and this, while the train thus attacked was recoiling in confusion and disorder. The troops were ordered at once to the head of the column, and the train to the rear, and Capt. Abert of the Topographical Corps, and the Zouaves d'Afrique, were directed to destroy Cedar Creek bridge. By the most skillful management, order was soon brought out of confusion, and the re-organized column once more marched promptly to meet the foe. The enemy was first encountered at Middletown; and a sharp action ensued, in which they were driven back by the Union troops more than two miles. Gen. Hatch, who, on the re-organization, had been ordered to advance with the cavalry, on a western road from Strasburg, finding himself unable to force a passage through the lines of the enemy, to join the Union column, at length followed a parallel road, and on reaching Newtown, joined his brigade to the 2d Massachusetts, Col. Gordon, which he found there, holding the enemy in check, after having, in connection with the 28th New York and the 27th Indiana, fought and repulsed their cavalry near Middletown, and burned the disabled wagons. Six companies of the 5th New York, and six of the 1st Vermont cavalry, being cut off from the main body, fell back to Strasburg, and the Vermont troops reached Winchester soon after the main column, while the New York regiment struck the Potomac, after much wandering, at Clear Spring, above Williamsport. The whole distance from Middletown to Winchester, was a succession of skirmishes, and it was twelve o'clock at mid-night of the 24th, when that town was reached.

Arrived at Winchester, Gen. Banks learned that the enemy was determined to hurl his entire force upon him, and crush him, if possible. The inhabitants of the town, large numbers of whom were secessionists, were intensely malignant, the women being more inhuman than the men, firing upon our

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