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D'Usson made a vain attempt to regain the town; he was repelled with ruinous loss, and was himself thrown down by the flying rout and nearly trampled to death. St. Ruth, when he heard that the town was taken, exclaimed, "Taken! that is impossible, and I close at hand." But he found it no longer safe to be so close at hand. In the night, covered with shame at his folly and absurd confidence, he struck his tents, and made a hasty retreat towards Aghrim, where, encouraged by the natural strength of bogs and hills, he halted and entrenched himself. There was the fiercest bickering in the camp; the French party and the Irish charging each other with the misfortune. St. Ruth, to excuse himself, laid the blame on Maxwell, whose duty it was to guard the ford. Maxwell was not there to defend himself, for his soldiers fled faster than he, and he was made prisoner. But Tyrconnel, who had always supported Maxwell, protested that he had done his duty like a brave man, and had, along with himself, repeatedly warned St. Ruth of his temerity. The dispute rose so high that Tyrconnel quitted the camp, and retired to Limerick in high dudgeon.

Being relieved from the presence and interference of Tyrconnel, St. Ruth again resolved to fight. He was stung by the loss of reputation which he had sustained at Athlone, and by the reflection of its injurious impression at the Court of France. Sarsfield, one of those Cassandra-like counsellors who give the most prudent advice but are never listened to, attempted to dissuade him. He pointed out how far superior in discipline and bottom were the troops of Ginkell to those which he now commanded, and recommended a system of excursive warfare, which should harass and, by seizing favourable crises, defeat the English piecemeal. His words were lost on St. Ruth, who prepared for the approach of Ginkell by going amongst his soldiers personally to rouse their desire to reconquer their good name, and by sending the priests amongst them to stimulate them by religious motives. Ginkell did not let him wait long. As soon as he had settled the defences of Athlone, he pursued his march towards Aghrim.

On the 12th of July he came up with the army of St. Ruth, and found it very strongly posted. Before him was a morass of half a mile across; beyond the morass rose the hills round the old ruined castle of Aghrim, and at their feet, between them and the bog, the infantry were strongly entrenched, and supported by the cavalry posted commandingly on the slopes of the hills. Difficult as was the approach, it was recommended by Mackay to make an instant attack, whilst the spirits of the troops were high from the first sight of the enemy they had so lately beaten. The battle was determined on, though it was getting late in the afternoon. The infantry struck boldly into the red bog, and plunged on courageously, though often up to their waists in mud and water. Mackay led his horse against their right, and Eppinger's dragoons and Portland's horse advanced against their left. The cavalry found their way through the bogs very difficult; the Dutch and English dragoons met with a repulse in the pass of Urachree, and the infantry were in front of the enemy long before the cavalry could operate on the wings. The Irish infantry that day fought bravely. They poured a fierce fire into the English, and were well supported by the horse. The battle became desperate; the English fought their way into the entrenchments, and drove the Irish up one of the hills; but there they found two old Danish forts, the old castle of Aghrim, and every hedge and thicket lined with muskets. The contest was unequal, and the infantry found themselves at length driven back to the margin of the bog. Elated at the sight, St. Ruth exclaimed, "The day is ours! Now will we drive these English back to the gates of Dublin!"

But he was deceived. Talmash rallied the foot, and led them again to the conflict; and whilst the struggle was renewed and the day fast closing, St. Ruth perceived the horse of Mackay and Ruvigny, the English and Huguenot cavalry, approaching on the right. They came over but a few soldiers abreast, through a narrow track between the bogs; but they soon formed in a dense body, and St. Ruth rode off to encounter them and stop them from out-flanking his force. As he galloped up towards them, a cannon-shot carried off his head. The officers threw a cloak over his body to prevent his fall from disheartening his men. But the absence of command was soon felt. The English fought with fresh fury; and Sarsfield, who was in the rear with the reserve, waiting orders, did not advance till the Irish ranks were broken and all was over. The flight became general. The English horse pursued and hewed down the fugitives as long as they could see; and had not Sarsfield covered the miserable fugitives with his horse, scarcely a man of the infantry would have been left.

The English army camped for the night on the ground which had been occupied by the enemy. Nearly twenty thousand English and their allies entered the battle against something more than the same number of Irish and French. On the side of the English six hundred were killed and one thousand wounded. On the part of the Irish four thousand fell on the field, and nearly as many are said to have perished in the flight. The panic-stricken multitude, flinging their arms away, continued their flight, some of them to Limerick, and others to Galway, where D'Usson was now in command. Whole waggon-loads of muskets and other arms were picked up and purchased by Ginkell at a few pence apiece.

The English spent the next day in burying their own dead; but left the corpses of the Irish on the field, and marched forward to attack Galway. D'Usson, who had about two thousand five hundred men in Galway, made at first a show of resistance, calculating on the assistance of Baldearg O'Donnell. But O'Donnell, after endeavouring in vain to bargain for an earldom, consented to accept five hundred pounds a year and a commission in William's army. This unexpected event compelled D'Usson to surrender, on condition that he might march out and join the Irish army in its last place of retreat, Limerick.

Ginkell soon followed and invested the town. The last struggle for a monarch little worthy the cause of so much bloodshed was now to be fought out. At Limerick the Irish were to make their last stand for the possession of their native country. If they failed here, the Saxon remained absolute lord of their soil.

On the 14th of August the advanced guard of Ginkell's army appeared in sight of Limerick. On the same day Tyrconnel, who was in authority in this city, died of apoplexy, and D'Usson and Sarsfield were left in full command of the troops. A commission was produced, which appointed three lords-justices—Plowden, Fitton, and Nagle; but the city was in reality a military garrison, and the military ruled. There were fifteen thousand infantry in the town, and three or four thousand cavalry posted on the Clare side of the Shannon, communicating with the town on the island by the Thomond bridge. By this means communication was kept up with the country on that side, so that provisions might be brought in; and several cargoes of biscuits and other dry stores were imported from France. The country all around, however, had been so swept by successive forages, that it was difficult to collect any cattle or corn, and the stoutest hearts were little confident of being able to maintain a long defence.