The most notable event of the day was the opening fire of a score of artillery pieces in broad daylight from a quarter where no enemy was known to be. Captain Morgan (13th Pennsylvania Cavalry), who was charged with the duty of patrolling the Romney and Pughtown roads, was censured for failing to discover and report the presence of the enemy. In a large sense this censure was unjust. His report, made about 2 P.M., that no enemy was found on these roads or near them, was doubtless then true, yet an hour later Early with three of his brigades reached them about one mile in front of the earthwork occupied by me. At that time Captain Morgan had finished his reconnoissance and returned to camp. There was, however, a lack of vigilance on the part of somebody; possibly General Milroy was not altogether blameless.

As has already been stated, I was not charged with the duty of ascertaining the movements of the enemy; on the contrary, I had been informed that pickets and scouts covered my front. It is the only instance, perhaps, in the war of such a surprise.

The situation of Milroy's command was now critical. He had about 7000 men able for duty, more troops than could be used in the forts or protected by them. Colonel A. T. McReynolds, of the 1st New York Cavalry, who commanded Milroy's Third Brigade at Berryville, some ten miles eastward of us, was attacked on the 13th, and, pursuant to orders, retired, reaching Winchester at 9 P.M. It was certainly known on the 14th that Ewell had at least 20,000 men of all arms, and it was clear that while we might stand an assault, our artillery ammunition would soon be exhausted, and the surrender of the entire command, if it remained, become inevitable. About 11 A.M. I was present in the principal fort at what was called a council of war, but my opinion was not asked or expressed as to the propriety of undertaking to escape. I ventured, however, to suggest that if a surrender were contemplated, I could take my infantry command out that night, with perhaps others, by the Back Creek or Apple-Pie Ridge road without encountering the enemy, and could safely reach Pennsylvania by keeping well to the west of Martinsburg. It was decided about midnight, however, to spike the guns, abandon all wagons, and all sick and wounded and stores of all kinds, and evacuate Winchester. The teamsters, artillerists, and camp followers were to ride and lead the horses and mules, following closely the armed troops, who were to move at 1 A.M. on the Martinsburg road. If the enemy were encountered, we were to attack him, and, if possible, cut through. The movement did not commence until 2 A.M., and the night was dark. The great body of horses and mules, being ridden by undisciplined men and unused to riders, fell into great confusion as they crowded on the pike close on the heels of the infantry. The mules brayed a chorus seldom heard, and as if prompted by a malicious desire to notify the enemy of our departure. My regiment was in the advance on the turnpike. Milroy did not accompany the head of the column. Elliott was, however, with it a portion of the time. When we had proceeded about three miles the familiar chuck of the hubs of artillery wheels was heard to the eastward, and it soon became apparent the enemy was moving towards the pike, intending to strike it on our front. Some of our troops were then moving on a line parallel with the pike, eastward of it. When the head of the column had proceeded about four miles, and as it approached Stephenson's Depot (located a short distance east of the Martinsburg pike), firing in a desultory way commenced on my right and soon extended along a line obliquely towards one front. The column was moved by the flank to the left, at right angles with the road, my regiment being followed by the 122d Ohio Regiment. A line of battle was formed with these regiments in the darkness, and skirmishers thrown forward. The line advanced northward, feeling for the enemy, but it was soon halted, and the troops were again moved by the flank. My regiment, being on the left, again took the advance, keeping about one hundred yards westward of the pike. I had been informed that the whole army was to follow and share our fate. When about five miles from Winchester, and when the head of the column was about west of the Depot named, some straggling shots notified us that the enemy were on the pike near us. I halted and faced the men in line of battle towards the pike, and, though still dark, a personal investigation revealed the fact that the Confederates were in confusion, and the commands they were giving indicated also that they were greatly excited. I found Elliott some distance in the rear, and obtained his consent to charge them. Colonel Wm. H. Ball, with the 122d Ohio, was requested to support me on the right. My command charged rapidly across the road without firing. It fortunately struck the enemy's flank. We took a few prisoners and drove the enemy's right through the woods for about two hundred yards and upon his approaching artillery. Our line then halted and opened fire into the enemy's ranks, causing great confusion and killing and wounding large numbers. A battery now opened upon us, but this we soon silenced by killing or driving away its gunners. The enemy retreated for protection to a railroad cut,(13) and the woods were cleared in my front, but my right was unprotected, and at this juncture a considerable force of infantry and two pieces of artillery threatened that flank. I withdrew a short distance, changed direction to the right, and again advanced. Colonel Ball came up gallantly with his regiment on my right, and in twenty minutes our front was cleared, the enemy's guns silenced, the gunners shot down or driven away, and the artillery horses killed. We were only prevented from taking possession of the guns by the appearance of another and larger body of the enemy on our right. Daylight was now approaching. Without waiting the enemy's fire, I ordered both my regiments withdrawn, which was effected in good order, to the west of the pike. The enemy at once reoccupied the woods in our front in superior force, but obviously without a good battle-line. Again I ordered the two regiments to a charge, which was splendidly responded to, although a promised attack in our support was not made. Elliott I did not see or receive any order from after the battle began. Milroy was trying to maintain the fight nearer Winchester, to the east of the pike, and he gave no order that reached me.

After a conflict in which the two lines were engaged in places not twenty feet apart, the enemy gave way, and our line advanced to his artillery, shooting and driving the gunners from their pieces and completely silencing them, the Confederates again taking refuge in the railroad cut. I could learn nothing of the progress of the fight at other points, and could hear no firing, save occasional shots in the direction of Winchester. I concluded the object of the attack was accomplished so far as possible, and that the non- combatants had had time to escape. It was now day-dawn, and we could not hope to further surprise the enemy or long operate on his flank. About 5 A.M., therefore, I ordered the whole line withdrawn from the woods, and resumed the march northward along the Martinsburg road. I was soon joined by Generals Milroy and Elliott and by members of their staffs, but with few men. Milroy had personally led a charge with the 87th Pennsylvania and had a horse shot under him, but there was no concert of action in the conduct of the battle. Colonel Wm. G. Ely and a part of the brigade he commanded were captured between Stephenson's Depot and Winchester, having done little fighting, and a portion of McReynolds' brigade shared the same fate.

The cavalry became panic-stricken and, commingling with the mules and horses on which teamsters and others were mounted, all in great disorder took wildly to the hills and mountains to the northwest, followed by infantry in somewhat better order; the mules brayed, the horses neighed, the teamsters and riders indulged in much vigorous profanity, but the most of the retreating mass reached Bloody Run, Pennsylvania, marching via Sir John's Run, Hancock, and Bath. Citizens on Apple-Pie Ridge who witnessed the wild scene describe it as a veritable bedlam.(14)

Captain Z. Baird, of Milroy's staff, who joined me while engaged in the night fight in the woods, but who was under the erroneous impression Elliott had ordered the attack, in his testimony before the Milroy Court of Inquiry, gives this account of the engagement:

"General Elliott ordered Colonel Keifer with the 110th Ohio to proceed into the woods. The order was promptly obeyed. As soon as the regiment reached the woods, a severe firing of musketry occurred. General Elliott remarked to me that the enemy must be there in force, and that the 110th should be immediately supported by the 122d Ohio. I volunteered to deliver the order to Colonel Ball of the 122d Ohio, and to guide him to the woods, so as to place him on the right flank of the 110th Ohio, and to avoid shooting our own men by mistake. The 122d Ohio arrived on the right flank of the 110th in tolerably good order, and immediately commenced firing. Both regiments then advanced, and drove the enemy out of the woods. There were indications of a surprise to the enemy by the suddenness of their attack. They took one of their caissons or passed it. We could look into their camp and see that their artillery horses were ungovernable. We were so close that we could hear the orders given by their officers in endeavoring to restore order. The fire of the enemy, though rapid, went over us, both of small arms and artillery. As we progressed, we saw evidences from the wounded and slain of the enemy that our fire had been efficient. After this contest had lasted perhaps an hour Colonel Keifer requested me to return to the rear and learn what dispositions were going on on the right to sustain Colonel Ball and himself. I complied with his order. When I arrived at the rear, I noticed the 87th Pennsylvania, the 18th Connecticut, and the 123d Ohio advancing on the right in line of battle, under the immediate command of Colonel Ely of the 18th Connecticut. General Milroy was also present, but dismounted, his horse being, as I supposed, disabled. He was engaged in changing horses. Without reporting to General Milroy, as I now recollect, I returned with all possible expedition to Colonel Keifer, to notify him of the support which he was about to have on the right. I supposed at the time that from the effect of the fire of the 110th and 122d Ohio, that when Colonel Ely with his force attacked on the right we would rout them. I met, however, the 110th and 122d Ohio falling back. The officers were so busy in preserving order that I could not communicate with them. After we had fallen back to the Martinsburg road, I saw Generals Milroy and Elliott. I was informed by the former that the retreat was again in progress."(15)

Colonel Wm. H. Ball (122d Ohio), in his official report speaks of the fight thus:

"I was ordered to follow the 110th Ohio Volunteer Infantry, which had been moved off the field some time before, and was out of sight. The regiments being so separated, I did not engage the enemy as soon as the 110th. I formed on the right of the 110th Ohio Volunteer Infantry, and the two regiments advanced within the skirt of the woods and engaged the enemy, who occupied the woods with infantry and artillery. After a sharp action, the line was advanced at least 100 yards and to within twenty paces of the enemy's artillery, where a terrible fire was maintained for fifteen or twenty minutes by both parties. The artillery was driven back over 100 yards, and for a time silenced by the fire of our rifles. By order of Colonel Keifer the two regiments then retreated beyond the range of the enemy's infantry, reformed, and again advanced within the woods, and, after a sharp engagement, retreated, by order of Colonel Keifer, the enemy then moving on our flank."

The contemplated attack by Colonel Ely and others was not made.