War of the Rebellion: Serial 028 Page 0142 OPERATIONS IN N. VA., W. VA., MD., AND PA. Chapter XXXI.

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pickets having been attacked at that point, the brigade was moved through Union to their support. At this time General D. H. Hill, with his division, was in the vicinity of Upperville and Paris, and my command was so disposed as to cover his front. I immediately took position on the Union Heights to check the enemy's advance if he were in heavy force, or, if only a force of cavalry, to attack him. The enemy spent the remainder of the day in reconnoitering, displaying very little force, and in the skirmishing which took place our lines were advanced to the vicinity of Philomont. The playing of bands and other indications rendered it almost certain that there was a large force of infantry present. The command, having encamped for the night near their former position, moved early next morning (November 2) to reoccupy the line of battle held the previous day.

About 8 o'clock, the enemy beg to deploy in our front both infantry and cavalry, with six or eight pieces of artillery. Our disposition were made to receive him by posting artillery advantageously, and the cavalry dismounted behind the stone fences, which were here very numerous, and, consequently, afforded the enemy as good shelter as ourselves. Having to watch all the avenues leading to my rear, my effective force for fighting was very much diminished, but the Stuart Horse Artillery, under the incomparable Pelham, supported by the cavalry sharpshooters, made a gallant and obstinate resistance, maintaining their ground for the greater part of the day, both suffering heavily, one of our caissons exploding from the enemy's shot. It was during this engagement that Major Pelham conducted a howitzer some distance beyond support to a neighboring hill and opened a masked fire upon a body of the enemy's cavalry in the valley beneath, putting them to flight, capturing their flag and various articles - their arms, equipments, and horses, as well as some prisoners - sustaining in this extraordinary feat no loss whatever. The enemy finally enveloped our position with his superior numbers, both infantry and cavalry, so as to compel our withdrawal; but every hill-top and every foot of ground was disputed, so that the enemy made progress of less than a mile during the day. The enemy were held at bay until dark at Seaton's Hill, which they assailed with great determination, but were each time signally repulsed by the well-directed fire of the Horse Artillery. Major Pelham, directing one of the shots himself at the color-bearer of an infantry regiment, struck him down at a distance of 800 yards. During this withdrawal, Captain Bullock, of the Fifth Virginia Cavalry, by great presence of mind and bravery, saved himself from capture in a very perilous position.

At night I bivouacked the command east of Upperville, with the view of occupying as a line of battle the ground along the creek below the town. Some few of our wounded, who were so much disabled that they could not be moved, were left in hospital near Union, with surgeons and nurses.

Captain Blackford, of the Enginners, had been sent with a reconnoitering party to the Blue Ridge, to take a view of the enemy from that elevation. He reported immense trains of wagons coming from Leesburg toward Union, which, together with what had been developed in front, convinced me that it was McClellan's army on a forward movement. My instructions in case of such a movement were to move along the east side of the ridge, keeping in front of the enemy, and delaying his progress as much as possible; but in an interview with General D. H. Hill, at Upperville, he expressed a great desire that I should retire through Ashby's Gap, as it was, he said, of the greatest importance that the enemy should be delayed there in order to enable Jackson's corps to get away. I acquiesced in this arrangement, as I knew that I could