On the 22nd, Torbert was sent to Milford in the Luray Valley, taking Wilson's and Merritt's divisions. His orders were to break through one of the passes in the Massanutten mountains and come out in rear of Early's army when Crook's flanking movement on the other side would have driven the confederates out of the strong position at Fisher's Hill. Crook's attack was completely successful and Early was soon "whirling up the valley" again. Torbert made a fiasco of it. He allowed Wickham, who succeeded Fitzhugh Lee after the latter was wounded, with, at most, two small brigades, to hold him at bay and withdrew without making any fight to speak of. I remember very well how the Michigan brigade lay in a safe position in rear of the line listening to the firing and was not ordered in at all. If Custer or Merritt had been in command it would have been different. When Sheridan found that Torbert had retreated, he gave him a very peremptory order to retrace his steps and try again. Custer, followed by Lowell, was sent to the front and in the forenoon of the 24th Wickham's troopers were scattered in flight and the way opened for Torbert to carry out his instructions. Even then the march was leisurely, and the two big divisions arrived in Newmarket on the 25th only to find that it was too late. Early had escaped again.

On the 26th at Harrisonburg, Custer assumed command of the Second division in place of Averell and I succeeded to the command of the brigade.

On the same day, the brigade was ordered to Port Republic and seeing a wagon train on the other side, the Sixth and Seventh were sent across the south fork of the Shenandoah river to attack it. It turned out to be Kershaw's division, which had been shuttle-cocked back and forth between Lee's army and the valley all summer and which, once more on the wing to reinforce Early, was just coming from Swift Run Gap. The two regiments were driven back, but retired in good order and recrossed the river. Sheridan then withdrew to Cross Keys, hoping to lure Early to that point, but was unsuccessful. The next day Port Republic was reoccupied and the brigade established a picket line extended thence to Conrad's Ferry, a distance of twenty miles.

While occupying this position, the discovery was made that there were several good grist-mills along the river that were also well stored with grist. There were plenty of men in the brigade who were practical millers, and putting them in charge, I had all the mills running very early in the morning, grinding flour and meal which the commissaries were proceeding to issue to the several regiments, according to their needs, and we all flattered ourselves that we were doing a fine stroke of business. This complacent state of mind was rudely disturbed when, about seven o'clock (the mills had been running some two hours, or more) General Merritt accompanied by his staff, dashed up and, in an angry mood which he did not attempt to conceal, began to reprimand me because the mills had not been set on fire.

The fiat had gone forth from General Grant himself, that everything in the valley that might contribute to the support of the army must be destroyed before the country was abandoned. Sheridan had already decided on another retrograde movement down the valley and it was his purpose to leave a trail of fire behind, obeying to the letter the injunction of the general in chief to starve out any crow that would hereafter have the temerity to fly over the Shenandoah valley. The order had gone out the day before and the work was to begin that morning. Custer was to take the west and Merritt the east side and burn all barns, mills, haystacks, etc., within a certain area. Merritt was provoked. He pointed to the west and one could have made a chart of Custer's trail by the columns of black smoke which marked it. The general was manifestly fretting lest Custer should appear to outdo him in zeal in obeying orders, and blamed me as his responsible subordinate, for the delay. I told him, with an appearance of humility that I am sure was unfeigned, that those mills would never grind again, after what had passed.

The wheels were not stopped but the torch was applied and the crackling of flames intermingled with the rumbling of the stones made a mournful requiem as the old mills went up in smoke and General Merritt's loyalty was vindicated.

It was a disagreeable business and—we can be frank now—I did not relish it. One incident made a lasting impression on the mind of every man who was there. The mill in the little hamlet of Port Republic contained the means of livelihood—the food of the women and children whom the exigencies of war had bereft of their natural providers and, when they found that it was the intention to destroy that on which their very existence seemed to depend, their appeals to be permitted to have some of the flour before the mill was burned, were heartrending. Worse than all else, in spite of the most urgent precautions, enjoined upon the officers in charge, the flames extended. The mill stood in the midst of a group of wooden houses and some of them took fire. Seeing the danger, I rode across and ordered every man to fall in and assist in preventing the further spread of the flames, an effort which was, happily, successful. What I saw there is burned into my memory. Women with children in their arms, stood in the street and gazed frantically upon the threatened ruin of their homes, while the tears rained down their cheeks. The anguish pictured in their faces would have melted any heart not seared by the horrors and "necessities" of war. It was too much for me and at the first moment that duty would permit, I hurried away from the scene. General Merritt did not see these things, nor did General Sheridan, much less General Grant.

The army began to fall back on the 6th of October, the cavalry bringing up the rear, as usual, Merritt on the valley pike, Custer by the back road, along the east slope of the Little North mountain. The work of incineration was continued and clouds of smoke marked the passage of the federal army. Lomax with one division of cavalry followed Merritt, while Rosser with two brigades took up the pursuit of Custer on the back road. The pursuit was rather tame for a couple of days but the sight of the destruction going on must have exasperated the confederate troopers, many of whom were on their native heath, and put them in a fighting mood, for on the 8th they began to grow aggressive and worried the life out of our rear guard. The Michigan brigade had the rear. The Seventh was sent ahead to see that nothing escaped that came within the scope of Grant's order; the Fifth acted as rear guard; the First and Sixth in position to support the Fifth if needed. The pike formed the main street of the little town of Woodstock, the houses coming close to it on either side. On nearing that place, it was found that a fire started in some small barns and haystacks in the outskirts, had caught in the adjoining buildings and the town was in flames. Dismounting the two regiments, and sending the lead horses beyond the village, orders were given to have the fires put out. The men went to work with a will, but were interrupted in their laudable purpose by Lomax, who charged the rear guard into the town, and there was some lively hustling to get to the horses in time. The brigade was then formed in line in a good position facing Woodstock and awaited, indeed invited attack by the confederates. Lomax, however, kept at a respectful distance until the march was resumed, when he took up the pursuit again. Thus it went, alternately halting, forming and facing to the rear, and falling back, until Tom's Brook was reached late in the afternoon. Then General Merritt directed me to send one regiment to reinforce Custer, who was being hard pressed by Rosser on the back road, and take the others and drive Lomax back. The Seventh was sent to Custer and the First, Fifth and Sixth, the Sixth leading, drove the cavalry that had been annoying our rear at a jump back to Woodstock, a distance of about six miles. By that time, Lomax had his entire division up and when we started to fall back again, gave us a Roland for our Oliver, following sharply, but always declining the invitation to come on, when we halted and faced him. It was particularly annoying to the Fifth which brought up the rear and distinguished itself greatly by the stubborn resistance which it offered to the attacks of the enemy. Captain Shier's squadron of the First, supported the Fifth with much spirit.

On the morning of the 9th, Sheridan told Torbert to go out and whip the cavalry that was following us or get whipped himself. It was a short job and the battle of Tom's Brook is regarded as one of the humorous incidents of the war. With slight loss, in a very brief engagement, Rosser and Lomax were both routed and the pursuit of the latter on the pike was continued for about twenty miles. The battle known in history as that of "Tom's Brook," was facetiously christened "The Woodstock Races," and the confederate cavalry cut little figure in Virginia afterwards. The Michigan brigade had a prominent part in the battle, being in the center and forming the connecting link between the First and Third divisions. In the opening attack the confederate center was pierced by the mounted charge of the Fifth, Sixth and Seventh Michigan, assisted by the Twenty-fifth New York. The First being on picket during the previous night had not returned to the command. I believe I am right in claiming that the first impression made on the enemy's line of battle was by these regiments, though the line was rather thin, for the reason that the heaviest part of Rosser's force had been massed in front of Custer and on the pike, making the center an especially vulnerable point. When the flight began, they took to the roads, and the Michigan men being in the woods did not get very far into the "horse race," as it was called. The First, coming from the picket line, trailed the leaders along the pike and managed to get a good deal of sport out of it with very little danger.

I must now pass over the few intervening days to the crowning glory of the campaign, The Battle of Cedar Creek.