Wharton, who had already formed under cover of the tress, on the edge of Hupp's Hill, crept down the slope to the front of the wood, and there, likewise in shadow, hardly a thousand feet from the bridge and the middle ford, he too watched for the signal.

To crown all, as the dawn drew near a light fog descended upon the river bottom and covered all objects as with a veil.

Almost from the beginning it had been the custom of the Nineteenth Army Corps, at all times when in the presence of the enemy, to stand to arms at daybreak. Moreover as Molineux was to go out on a reconnoissance by half-past five, his men had breakfasted and were lying on their arms waiting for the order to march. Birge and Macauley were to be ready to follow in support after a proper interval, and Shunk was to cover the front of all three during their absence. McMillan had also been notified to support the movement of Grover's brigades. Emory himself was up and dressed, the horses of his staff were saddled, and his own horses were being saddled, when from the left a startling sound broke the stillness of the morning air.

This was the roar of the one tremendous volley by which Kershaw made known his presence before the sleeping camp of Thoburn. In an instant, before a single shot could be fired in return, before the muskets could be taken from the stacks, before the cannoneers could reach their pieces, Kershaw's men, with loud and continuous yells, swarmed over the parapet in Thoburn's front, seized the guns, and sent his half-clad soldiers flying to the rear. Thus Kershaw, who a moment before had been without artillery, suddenly found himself in possession of the seven guns that had been planted to secure Thoburn's ground. Then upon Emory and upon Hayes, as well as against the flying fugitives, he turned the cannon thus snatched from their own comrades.

At the first sound Molineux moved his men back into the rifle-pits they had left an hour before, and Emory, ordering his corps to stand to arms, rode at once to the left of his line at the valley road to find out the meaning of this strange outbreak. Knowing that Molineux was near and ready, Emory drew from him two regiments, the 22d Iowa and the 3d Massachusetts, to support the artillery planted on the left to command the bridge. Hardly had this been done when the shells began to fall among the guns and to enfilade the lines of the infantry. What could this mean but the thing that had actually happened to Thoburn? Grover joined Emory, Crook came from Belle Grove, and Wright from his camp beyond Meadow Brook. The fugitives from Thoburn's unfortunate division went streaming by.

Then suddenly from the left and rear came the startling rattle of the rifles that told of Gordon's attack on the exposed flank of Hayes and Kitching. While all eyes were directed toward Kershaw, Gordon, still further favored by the fog, the outcry, and the noise of the cannonade, was not perceived by the troops of Hayes and Kitching until the instant when his solid lines of battle, unheralded by a single skirmisher of his own, and unannounced by those set to watch against him, fell upon the ranks of Crook. He tried in vain to form on the road. Startled from their sleep by the surprise of their comrades on their right, and naturally shaken by the disordered rush of the fugitives through their ranks, his men, old soldiers and good soldiers as they were, gave way at the first onset, before the fire of Gordon had become heavy and almost without stopping to return it.

Then swiftly Gordon and Kershaw moved together against the uncovered left and rear of Emory, while at the same time Early, who after seeing Kershaw launched, had ridden back for Wharton and the artillery, was bringing them into position for a front attack. Besides the sounds that had aroused Emory and Crook, Wright, from his more remote position, had listened to the rattle of Rosser's carbines,(5) but after a moment of natural doubt had perceived that the true attack was on the left, and accordingly he had ordered Ricketts to advance with Getty and Keifer to the valley road toward the sound of the battle. If this was to be of the least advantage, the valley road must be somehow held by somebody until Ricketts should come. Emory sent Thomas across the road into the ravine and the wood beyond, and bade him stand fast at all hazards. But the time was too short. Thomas, after a desperate resistance, was forced back by the overwhelming masses of Kershaw, yet not until this tried brigade had left a third of its number on the ground to attest its valor. About the colors of the 8th Vermont the fight was furious. Again and again the colors were down; three bearers were slain; before the sun rose two men out of three had fallen, that the precious emblems might be saved.(6) Thus were many priceless minutes won. Then, as there was no longer anything to hinder the advance of Kershaw on the left, and of Gordon on the rear, while Wharton and the forty guns of Early's artillery were beginning their work in front, from the left toward the right, successively the brigades of the Nineteenth Corps began to give way; yet as they drifted toward the right and rear, in that stress the men held well to their colors, and although there may and must have been many that fell out, not a brigade or a regiment lost its organization for a moment.

When the pressure reached Molineux and Davis on the reverse side of the entrenchments, both brigades began moving off, under Emory's orders, by the right flank to take position near Belle Grove on the right of Ricketts's division of the Sixth Corps, which had come up and was trying to extend its line diagonally to reach the valley road. To cover this position and to hold off the onward rush of Gordon, Emory had already posted the 114th and the 153d New York on the commanding knoll five hundred yards to the southward overlooking the road. When driven off these regiments rejoined their brigade before Belle Grove. Thither also came the detached regiments of Molineux, and there Neafie joined them with the 3d brigade, after a strong stand at their breastworks, wherein Macauley fell severely wounded, and the 156th and 176th had hard fighting hand-to-hand to keep their colors, at the cost of the staves. Birge retired along the line of works to the open ground beyond Meadow Brook, where Shunk joined him.

In quitting their posts at the breastworks Haley, having lost forty-nine horses killed in harness, had to abandon three guns of his 1st Maine battery, and Taft lost three pieces of his 5th New York battery at the difficult crossing of Meadow Brook. There, too, from the same cause, three guns of the 17th Indiana and two of the Rhode Island battery were abandoned. The losses of the infantry were to be counted in thousands. Grover was slightly wounded; Macauley, as has been said, severely. Emory had lost both his horses, and was for a time commanding the corps afoot. Birge rode a mule. Thus the Nineteenth Corps lost eleven guns. Crook had already lost seven, and the Sixth Corps was presently to lose six.

With Gordon on his flank and rear, every moment drawing nearer to the mastery of the valley road, Wright had to think, and to think quickly, of the safety and the success of the army he commanded. For it there was no longer a position south of Middletown. What security was there that Custer and Powell would be able all day long to hold off, as in the event they did, the flank and rear attacks of Rosser and of Lomax? What if the Longstreet message were true and yet a third surprise in store? Time, time was needed, whether to bring up the troops or to change front, to march to the rear past the faces of the advancing enemy, to hold him in check, and to re-form. Whatever was to be done was to be done quickly; and Wright, throwing prudence into the balance, made up his mind for a retreat to a fresh position, where his line of communications would be preserved and its flanks protected. Middletown and the cavalry camp pointed out the ground. Accordingly he gave the word to Getty, Ricketts being wounded, to retire on Middletown, guiding on the valley road, and to Emory to form on Getty's right—that is, on the left of the Sixth Corps in retreat. The battle had been raging for nearly an hour when Wright gave this order to abandon Belle Grove. The retreat threw upon Getty's division, now under Grant, the severe task of covering the exposed right flank of the army in retreat, while the left was gradually swinging into the direction of the new line. Getty, having handsomely performed this service, crossed Meadow Brook abreast with Middletown and took position on the high and partly wooded ground that rises beyond the brook to the west of the village and on a line with Merritt's camp. Here, on the southern edge of the village cemetery and on the crest behind it, Getty planted his artillery, posted Grant to hold the immediate front, and somewhat in his rear, under the trees, following the contour of the hill, as it rises toward the west, he placed Wheaton and Keifer.