Under such orders, companies have that same rivalry to be first on the parade ground as exists among fire companies in towns and cities when the fire bell rings. We were all soon in line and marching with a hasty step in the direction of the breastworks above the city, Kershaw taking position immediately to the right of the Telegraph Road. This is a public highway leading into the city, curving in a semi-circle around Mayree Hill on the left. From this road the hill rises on the west and north in a regular bluff—a stone wall of five feet in height bordering either side of the road. "Deep Run," a small ravine, runs between the hill on which Kershaw was stationed and that of Mayree's. Daylight was yet some hours off when we took position, but we could hear the rattle of the guns of Barksdale's Mississippians, whose turn it was to be on picket in the city, driving off the enemy's pontoon corps and bridge builders.

The city was almost deserted, General Lee advising the citizens to leave their homes as soon as it became apparent that a battle would be fought here. Still a few, loath to leave their all to the ravages of an army, decided to remain and trust to fate. But soon after the [179] firing along the river began, we saw groups of women and children and a few old men in the glim twilight of the morning rushing along the roads out from the city as fast as their feeble limbs and tender feet could carry them, hunting a safe retreat in the backwoods until the cloud of war broke or passed over. Some Were, carrying babes in their arms, others dragging little children along by the hands, with a few articles of bedding or wearing apparel under their arms or thrown over their shoulders. The old men tottered along in the rear, giving words of comfort and cheer to the excited and frightened women and little ones. It was a sickening sight to see these helpless and inoffensive people hurrying away from the dangers of battle in the chilly morning of December, seeking some safe haunt in the backwoods, yet they bore it all without murmur or complaint.

Anderson's Division of Longstreet's Corps rested on the river on the extreme left, at Taylor's Hill; then Ransom's along the crest of the ridge between Taylor's and Mayree's, and McLaws' from his left across Deep Run Valley and along the ridge to Lee's Hill, where Pickett was posted; Hood extending from Pickett's right, touching the left of the troops of Jackson's Corps. Three of Cobb's regiments and one from North Carolina were posted behind the stone wall lining the sunken road, while two of Cooke's North Carolina regiments were on the crest of Mayree's Hill overlooking Cobb. Kershaw's Brigade, with the Third South Carolina on the left, was resting on the ridge running at right angles to the Telegraph Road, the left resting on the road, the Second South Carolina next, and so on to the left of Semmes' Brigade. Barksdale being in the city on picket, was relieved and placed in reserve.

As soon as the signal guns gave evidence of an impending battle, D.H. Hill, who had been sent on detached service down the river, was recalled and placed in line with the other portion of Jackson's Corps. Jackson had his entire force closely massed in the woodland around Hamilton's Crossing and along the Richmond and Fredericksburg Railroad, one mile from the river. The Light Division of A.P. Hill occupied the front line, with a heavy battery of fourteen guns on his right, supported by Archer's Brigade; then Lane's and Fender's in front, with Gregg's and Thomas' in reserve. Behind the Light Division [180] lay Early on the right, Taliaferro on the left, with D.H. Hill in rear of all along the Mine Road, the right of these divisions resting on Hamilton's Crossing. Hood occupied the valley between Lee's Hill and the highland around Hamilton's Crossing; Pickett on the ridge between Hood and McLaws; Stuart's Cavalry ran at right angles to the infantry line from Hamilton's Crossing to the river, hemming the Federal Army in the plain between Hamilton's Crossing and Taylor's Hill above the city, a space three miles long by one wide.

Before day the enemy's pontoon corps came cautiously to the river and began operations at laying down the bridge, but the pickets in the rifle pits kept them off for a time by their steady fire. The manner of putting down army bridges is much more simple and rapid than the old country mode of building. Large boats are loaded on long-coupled wagons, the boats filled with plank for flooring and cross beams, with a large iron ring in the rear end of each boat, through which a stout rope is to run, holding them at equal distance when in the water. When all is ready the boats are launched at equal distance so that the beams can reach, then pushed out in the stream, and floated around in a semi-circle, until the opposite bank is reached, the rope fastened to trees on either bank, cross pieces are laid, the flooring put down, and the bridge is ready for crossing.

After making several ineffectual attempts in placing the bridge, the destructive fire of Barksdale's Riflemen forcing them back, the enemy attempted the bold project of filling the boats with armed soldiers, pushing out in the stream, and fighting their way across, under cover of their artillery fire. While the dense fog was yet hanging heavily over the waters, one hundred and forty guns, many siege pieces, were opened upon the deserted city and the men along the water front. The roar from the cannon-crowned battlements shook the very earth. Above and below us seemed to vibrate as from the effects of a mighty upheaval, while the shot and shell came whizzing and shrieking overhead, looking like a shower of falling meteors. For more than an hour did this seething volcano vomit iron like hail upon the city and the men in the rifle pits, the shells and shot from the siege guns [181] tearing through the houses and plunging along the streets, and ricocheting to the hills above. Not a house nor room nor chimney escaped destruction. Walls were perforated, plastering and ceiling fell, chimneys tottering or spreading over yards and out into the streets. Not a place of safety, save the cellars and wells, and in the former some were forced to take refuge. Yet through all this, the brave Mississippians stood and bravely fought the bridge builders, beating them back till orders were given to retire. They had accomplished the purpose of delaying the enemy's crossing until our troops were in position. The Federals now hurried over in swarms, by thousands and tens of thousands, and made their way down the river, stationing a strong cordon of guards around the point of landing. The space between was soon a seething mass of humanity, the houses and streets crowded to overflowing. A second bridge was laid a mile below at the mouth of Deep Run, and here a continuous stream of all arms were soon pouring over. General Kershaw rode along our lines, encouraging the men, urging them to stand steadfast, assuring them that there was to be neither an advance nor retreat, that we were but to hold our ground, and one of the greatest victories of the war would be gained. How prophetic his words! All during the day and night the deep rumbling sound of the long wagon trains, artillery, and cavalry could be heard crossing the pontoon bridges above and below.

The next morning, the 12th, as the fog lifted, Stafford Heights and the inclines above the river were one field of blue. Great lines of infantry, with waving banners, their bright guns and bayonets glittering in the sunlight, all slowly marching down the steep inclines between the heights and the river on over the bridges, then down the river side at a double-quick to join their comrades of the night before. These long, swaying lines, surging in and out among the jutting of the hillsides beyond, down to the river, over and down among the trees and bushes near the water, resembled some monster serpent dragging its "weary length along." Light batteries of artillery came dashing at break-neck speed down the hillsides, their horses rearing and plunging as if wishing to take the river at a leap. Cavalry, too, with their heavy-bodied Norman horses, their spurs digging the flanks, sabres bright and glistening and dangling at their [182] sides, came at a canter, all seeming anxious to get over and meet the death and desolation awaiting them. Long trains of ordnance wagons, with their black oilcloth covering, the supply trains and quartermaster departments all following in the wake of their division or corps headquarters, escorts, and trains. All spread out over the hills and in the gorges lay men by the thousands, awaiting their turn to move. Not a shot nor shell to mar or disturb "the even tenor of their way." Bands of music enlivened the scene by their inspiring strains, and when some national air, or specially martial piece, would be struck up, shouts and yells rended the air for miles, to be answered by counter yells from the throats of fifty thousand "Johnny Rebs," as the Southern soldiers were called. The Confederate bands were not idle, for as soon as a Federal band would cease playing, some of the Southern bands would take up the refrain, and as the notes, especially Dixie, would be wafted over the water and hills, the "blue coats" would shout, sing, and dance—hats and caps went up, flags waved in the breeze—so delighted were they at the sight and sound of Dixie. The whole presented more the spectacle of a holiday procession, or a gala day, rather than the prelude to the most sanguinary battle of modern times.

The night following was cold, and a biting wind was blowing. Only a few days before a heavy snow had fallen, and in some places it still remained banked up in shaded corners. To those who had to stand picket out in the plain between the armies the cold was fearful. The enemy had no fires outside of the city, and their sufferings from cold must have been severe. My company, from the Third, as well as one from each of the other regiments, were on picket duty, posted in an open cornfield in the plain close to the enemy, near enough, in fact, to hear voices in either camp—with no fire, and not allowed to speak above a whisper. The night became so intensely cold just before day that the men gathered cornstalks and kindled little fires along the beat, and at early dawn we were withdrawn.

All knew full well, as the day preceding had passed without any demonstrations, only maneuvering, this day, the 13th, would be a day of battle. A heavy fog, as usual, rose from the river and settled along the plains and hillsides, so much so that objects could not be [183"> distinguished twenty paces. However, the least noise could be heard at a great distance. Activity in the Federal camp was noticed early in the morning. Officers could be heard giving commands, wagons and artillery moving to positions. At half past ten the fog suddenly lifted, and away to our right and near the river great columns of men were moving, marching and counter-marching. These were in front of A.P. Hill, of Jackson's Corps. In front of us and in the town all was still and quiet as a city of the dead. The great siege guns from beyond the river on Stafford Heights opened the battle by a dozen or more shells screaming through the tree tops and falling in Jackson's camp. From every fort soon afterwards a white puff of smoke could be seen, then a vivid flash and a deafening report, telling us that the enemy was ready and waiting. From the many field batteries between Jackson and the river the smoke curled up around the tree tops, and shell went crashing through the timbers. Our batteries along the front of Longstreet's Corps opened their long-ranged guns on the redoubts beyond the river, and our two siege guns on Lee's Hill, just brought up from Richmond, paid special attention to the columns moving to the assault of A.P. Hill. For one hour the earth and air seemed to tremble and shake beneath the shock of three hundred guns, and the bursting of thousands of shells overhead, before and behind us, looked like bursting stars on a frolic. The activity suddenly ceases in front of Hill, and the enemy's infantry lines move to the front. First the skirmishers meet, and their regular firing tells the two armies that they are near together. Then the skirmish fire gives way to the deep, sullen roar of the line of battle. From our position, some three hundred yards in rear and to the right of Mayree's Hill, we could see the Union columns moving down the river, our batteries raking them with shot and shell. In crossing an old unfinished railroad cut the two siege guns played upon the flank with fearful effect. Huddling down behind the walls of the cut to avoid the fire in front, the batteries from Mayree's and in the fields to the right enfiladed the position, the men rushing hither and thither and falling in heaps from the deadly fire in front and flank. Jackson has been engaged in a heavy battle for nearly an hour, when suddenly in our front tens [184] of thousands of "blue coats" seemed to spring up out of the earth and make for our lines. Near one-half of the army had concealed themselves in the city and along the river banks, close to the water's edge. The foliage of the trees and the declivity of the ground having hidden them thus far from view. From out of the streets and from behind walls and houses men poured, as if by some magical process or super-human agency, and formed lines of battle behind a little rise in the ground, near the canal. But in a few moments they emerged from their second place of protection and bore down upon the stone wall, behind which stood Cobb's Georgians and a Regiment of North Carolinians. When midway between the canal and stone fence, they met an obstruction—a plank fence—but this did not delay them long. It was soon dashed to the ground and out of their way, but their men were falling at every step from Cobb's infantry fire and grape and canister from the Washington Artillery of New Orleans on the hill. They never neared the wall nor did they take more time than to fire a volley or two before they fled the field. This retreating column of Franklin's met that of Hancock's, formed, and on its way to try issues with the troops behind the stone wall, Longstreet now saw what had never been considered before—that Burnsides was determined to possess himself of the key to Lee's position, "Mayree's Hill," in front of which was the stone wall. He ordered the two regiments of North Carolinians that were posted on the crest of the hill down behind the stone wall, to the left of Cobb and Kershaw, to reinforce the position with his brigade.

The Third Regiment being ordered to the top of Mayree's Hill, Colonel Nance, at the head of his regiment, entered the Telegraph Road, and down this the men rushed, followed by the Second, led by Colonel Kennedy, under one of the heaviest shellings the troops ever experienced. This two hundred yards' stretch of road was in full view and range of the heavy gun batteries on Stafford Heights, and as the men scattered out along and down the road, the shells passed, plowing in the road, bursting overhead, or striking the earth and ricocheting to the hills far in the rear. On reaching the ravine, at the lower end of the incline, the Third Regiment was turned to the left and up a [185] by-road to the plateau in rear of the "Mayree Mansion." The house tops in the city were lined with sharpshooters, and from windows and doors and from behind houses the deadly missiles from the globe-sighted rifles made sad havoc in our ranks.