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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 l0th 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 l3th 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 telegram from Secretary Stanton to repair

to that city :





〃 WASHINGTON; October 13; 1864。



〃MAJOR…GENERAL SHERIDAN

(through General Augur)



〃If you can come here; a consultation on 

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