tuted the army of the Potomac, two, the first, under Major Gen. McDowell, and the fifth, under Major Gen. Banks, were detached from it when the Peninsula plan was determined upon; the one to protect the Baltimore and Ohio railroad, and the line of the Upper Potomac, the other to shield the National Capital from attack.

Gen. Fremont, in taking charge of the Mountain Department, had only the small body of troops previously commanded by Gen. Rosecrans, but measures were at once adopted for increasing his force, and it was intended that he should drive the enemy out of Western Virginia, and perhaps Eastern Kentucky and Tennessee, and cut the lines of communication and supply between the eastern and western armies of the rebels. Subsequent events, as we shall see, completely foiled this plan of operations, upon which Gen. Fremont had entered with great promptness and energy. Taking command on the 29th of March, he assigned to Brigadier General B. F. Kelley, the control of the railroad district, consisting of the counties lying on either side of the two branches of the Baltimore and Ohio, from the south branch of the Potomac westward to the Ohio line, together with the adjacent portions of the Maryland and Pennsylvania road, and ordered Brigadier General Milroy to move southward in the direction of the Virginia and Tennessee road. He accordingly advanced successively to Moorefield, camp Greenbrier, camp Allegany, Monterey, McDowell, and Fort Shenandoah, about twenty-five miles west-north-west of Staunton, and about thirty-three south-west of Harrisonburg, in the Shenandoah valley, though making his own head-quarters at McDowell. Meantime, as will soon be seen, Gen. Banks had moved with his corps to Harrisonburg, which was but twenty-five or thirty miles north-north-east of Staunton.

The rebel commander determined to prevent the capture of this important town at all hazards, and Gen. T. J. Jackson"Stonewall" was accordingly dispatched hastily with all the

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ENGAGEMENT AT MC DOWELL.

forces which could be spared, to attack Milroy, before he succeeded in forming a junction with Gen. Banks.

Gen. Fremont, having dispatched Brigadier General Schenck, with his brigade, from Petersburg, on the 3d of May, to re-enforce Gen. Milroy, whose critical position he foresaw, left Wheeling himself, on the same day, with two additional regiments and his staff and body-guard, and reached Petersburg on the 7th of May. On the same day the rebel General Jackson attacked Gen. Milroy's vanguard, the 32d Ohio, at Fort Shenandoah, and drove them back over the Bull Pasture Mountains, to McDowell, with the loss of their camp equipage and baggage. Two other regiments, which had been stationed at the foot of the mountains on the west side, also fell back to McDowell the same night.

Gen. Milroy immediately sent dispatches to Gen. Schenck, then thirty miles distant, to hasten to his assistance, and when the rebel army appeared in large force, on the afternoon of the 8th, on the hill tops in rear of the town, Gen. Milroy sent out skirmishers, to the hills adjacent, to keep them employed, till re-enforcements came up. A sharp action ensued, which continued till night, Gen. Schenck's forces having come up and participated in the fight. The enemy being evidently in greatly superior force, the two Generals determined to fall back to Gen. Schenck's camp of two days' before. The retreat was accordingly commenced at midnight, and at daybreak they halted for rest, having marched thirteen miles. After two hours' delay, they found the enemy pressing upon them, and continued their retreat, but in good order, to their destination, which they reached that night.

The position was a strong one, and mounting their cannon upon all the hills, and stationing their men so as to support them, they kept the enemy at bay for thirty hours, when, finding Gen. Fremont near, with Blenker's Division, which he had hurried forward, the rebel commander withdrew with what

NEW DISPOSITION OF FORCE.

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spoils he had captured, and on the 14th had disappeared from the region. The Union loss in this engagement was twenty killed, one hundred and seventy-seven wounded, and two missing; the rebel loss was forty killed, and about two hundred wounded. Gen. Fremont withdrew with his force to Franklin, sixty-five miles from Staunton, where he remained for ten days, re-organizing and refreshing his forces. The delay may have been necessary, but it was unfortunate, as in connection with a blunder of the War Department, it resulted in serious disaster.

Major General McDowell, in command of the Fifth Army Corps, had been made independent of Gen. McClellan's command, and had been assigned to the duty of protecting the Capital from any attack of the rebels from Richmond; his field of action had been erected into the Department of the Rappahannock. The urgent and reiterated demands of Gen. McClellan for this corps, as a re-enforcement to his army, led to the partial yielding of the President; and Gen. Franklin's Division, the largest of the three of which the corps was composed, was sent to the Peninsula early in April.

The remainder of the corps-McCall's Pennsylvania Reserves, and King's Division-were stationed near Alexandria, Va. On the 15th of April, they were ordered to advance on Fredericksburg, and Gen. McDowell, very naturally insisted that his force was too small for the service likely to be required of it, and called for an additional Division, which the President promised him.

Almost immediately upon entering on his duties as Commander of the Fifth Army Corps, Gen. Banks, as we have seen in a preceding chapter, had encountered, on the 23d of March, the rebel forces, under Jackson and Longstreet, at Winchester, and defeated them in a sanguinary action. He was not disposed to lose the prestige of success thus gained, and accordingly he pressed forward to Strasburg, and thence, on the first

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GENERAL BANKS' MOVEMENTS.

of April, to Woodstock, where he had a skirmish with the rebel forces under Gen. Ashby. He continued his advance, though with almost constant skirmishing along the line of the Manassas Gap rail-road, through Edinburg, Mt. Jackson, and New Market, till, on the 26th of April, he reached Harrisonburg, the southern terminus of that road, from which a fine turnpike extends about twenty-eight miles to Staunton.

The rebel forces had divided before reaching this point, a part crossing the Massanutten range and the Shenandoah river, to Luray, a part going toward Charlottesville, and others occupying different points in the vicinity. Gen. Banks remained at Harrisonburg for nearly three weeks, probably with a view to concerted action with Gen. Fremont, in moving upon Staunton, and to obtain the necessary supplies for a forward movement, which could be more readily sent to him by railroad than in any other way.

On the 15th of May, however, he was surprised by an order from the War Department, directing him to send Shields' Division, which comprised about two thirds of his corps, consisting of sixteen regiments or about twelve thousand men, to reenforce Gen. McDowell, and to fall back to Strasburg, and be prepared to protect, with his small force, the important points in the vicinity of the Potomac.

This blow to his hopes, and to the success of the enterprise he had undertaken, was a severe one, and there were many eminent military men who predicted disastrous results from so impolitic a movement; but Gen. Banks understood too well a soldier's duty to hesitate or murmur in his obedience; and accordingly, Gen. Shields was sent on at once, and immediate preparation made, by the commander of the corps, to retrace his steps, though with sad forebodings, to Strasburg. He knew that Jackson, with a heavy force, had just fought Milroy and Schenck on the Bull Pasture Mountains, not thirty miles distant; that another considerable rebel force under Ewell, was

at Gordonsville, or in its vicinity, and that the loss of the larger part of his force, and his retreat to Strasburg, would be made known at once to Jackson, who, with a superior force, would be likely to follow and attack him.

But he did not foresee the more comprehensive purpose of the rebel commander, in the dash and pursuit which followed, to prevent McDowell's re-enforced corps from co-operating with McClellan in an attack on Richmond, and to create a panic, which should paralyze action in the army of the Potomac, till the conscription already ordered by the rebel Congress could bring in large additional forces.

Let us here briefly describe the topographical features of the region, in which this remarkable retreat was conducted, and which so forcibly exhibited the energy, promptness, and skill of the Commanding General.

The valley of the Shenandoah, the garden of Virginia, and one of the most fertile and beautiful valleys on the Continent, lies between the Blue Ridge, the easternmost of the principal ranges of the Appalachian chain, and the Shenandoah or Branch Mountain, a spur of the main or Alleghany Ridge of that chain, which skirts the eastern shore of the south branch of the Potomac.

It is drained by the beautiful Shenandoah river and its affluents, which, rising in Augusta county, near Staunton, flows north-easterly, and swells by its waters the flood of the lordly Potomac. Near its centre, two short ranges of high bills rise out of the usually level and broad valley, the North Mountain, extending from New Market nearly to Winchester; and east of this, and encircled by the Shenandoah and its principal tributary, the North Fork of the Shenandoah, a bold, broad elevation known as the Massanutten Mountain, which terminates in a steep bluff just south of Strasburg. The Manassas Gap rail-road, crossing the Shenandoah at Front Royal, passes immediately below this bluff along the south shore of the North