Charlestown. On horseback, I felt like a new man, and contemplated the war from a much more favorable standpoint.

As Banks advanced, Jackson retreated up the Valley, Ashby's cavalry bringing up the rear and having daily encounters with the enemy's advance. General Banks, after reaching Strasburg, soon retired to Winchester, and he and the greater part of his force passed over the Blue Ridge and joined Pope, leaving Shields, with about 10,000 men, at Winchester.

Ashby, who was ever on the alert, followed the retiring foe, constantly reporting the situation to Jackson, who, being desirous of relieving, as far as possible, Johnston's situation at Richmond by compelling the enemy to keep a strong force in the Valley, determined to advance and attack Shields at Winchester. General Ashby, on the evening of the 22d, passed the outpost of Shields's army, and made a brisk attack just south of Winchester, in which General Shields was wounded. On the 23d, General Jackson having arrived, dispositions for an attack were immediately made. The main assault was made west of the turnpike, on the enemy's right, and for several hours an animated contest was maintained. Jackson had in this engagement about 3,000 men, while Shields opposed him with 10,000.

A most favorable opportunity was afforded me of viewing this engagement, and the day was highly favorable to our side until about 5 P. M. Our men early in the contest gained a stone wall, while the enemy's line was about one hundred yards distant, on a little slope in a piece of woodland. Regiment after regiment of the enemy was pressed forward in the attempt to dislodge our men from this position, until their line appeared to be twenty deep and a splendid target for our men. Both sides maintained their respective positions for about three hours, when the Federal trocps became so mixed and confused that all organization was lost and the men were wavering. A forward movement at this crisis would have given us the day, but, unfortunately,

the ammunition on our side was exhausted, and the men were ordered to retire-a move which gave the enemy such courage that they rallied and pressed forward, and the day was lost. In the beginning of this fight, a call was made for twenty men from our company to report to General Jackson. At this time a Federal battery a short distance off was pouring a vigorous fire into our ranks. When the call was made, it was accompanied with the report that Jackson wanted the men to charge that battery, and volunteers from the company were slow in responding. At this juncture, Charlie Crane, a youth then about sixteen, rode forward, saying, “Come on, boys, we have but one time to die," took his place in the detachment, and, others following his example, the number was soon complete. Great was our relief, however, when on reporting to General Jackson, we were directed by him to take position on his extreme left and report any attempt of the enemy to outflank him. Position was taken by our squad in advance of our left and beyond the enemy's right, and while out of the heat of the conflict, we had full view of all movements on both sides We fell back to Newtown for the night.

CHAPTER III.

Then, farewell, home! and farewell, friends!

Adieu each tender tie!

Resolved we mingle in the tide,

Where charging squadrons furious ride,

To conquer or to die.

Scott.

After the battle of Kernstown, Banks returned to the Valley and Jackson's forces retired slowly up the Valley, Ashby with his cavalry covering the rear and fighting the enemy's advance at every favorable opportunity along the route. It was on this retreat, just south of Mount Jackson, that Ashby lost his snow-white horse, the pride of his heart, and narrowly escaped capture himself.

When Harrisonburg was entered Jackson turned to the left and took the road to Conrad's Store, which was reached on the 19th of April, and his forces went into camp. It was here, on the 21st day of April, 1862, that the "Baylor Light Horse," Company B, Twelfth Virginia Cavalry, was organized. Prior to that time the company was comparatively small, had no regular organization, and, besides the captain, no other commissioned officer. The new organization was composed largely of men who had enlisted at the outbreak of the war and served one year in the ranks of the Second Virginia Regiment of Infantry, in the famous Stonewall Brigade. Its members were principally sons of farmers of Jefferson county, Virginia, mere school-boys, who had not attained their majority or completed their education. As now remembered, there were only three married men in the company. The Orderly Sergeant, Seth Timberlake, a brother-in-law of Charles Broadway Rouss, was a widower, and called by the boys, "Uncle Seth," on account of his

seniority, though he was then quite a young man. In its ranks were youths who to-day stand in the front in various occupations of civil life. There was ex-Postmaster-General William L. Wilson; Charles Broadway Rouss, the merchant prince and philanthropist, of New York; Charles Henderson, vice-president and general manager of the Reading railroad; Hon. W. D. English, of California; Thomas D. Ransom, a prominent lawyer of the Staunton Bar; William L. Thomson, a leading member of the Atlanta Bar; H. D. Beall, of the Baltimore Sun; Julian Hutchinson, a capitalist and member of the City Council of Atlanta; Timberlakes, eight in number, all gallant soldiers; Washingtons, Mannings, Terrills, Cranes, Aisquiths, Gallahers, Alexanders, Craighill, Frazier, Mason, Sadler, Strider, McClure, Howell, Hunter, Lackland, Seldon, Yates, and many others whose names, in Virginia, suggest pride, prowess, and parentage.

Robert W. Baylor was chosen captain; Milton Rouss, first lieutenant; George Baylor, second lieutenant; and B. C. Washington (afterwards for gallant conduct) was made third lieutenant. No arms or equipments were furnished the company by the Confederate Government, the men owned their horses, and Uncle Sam very kindly and very soon provided us the very best pistols, sabers, saddles and bridles he had in stock. Everything but ourselves was branded U. S. For the carbine we had no liking and no use. Early in the conflict we recognized the fact that the Federal officer was our equal, and that our chief strength and superiority lay in our rank and file. If our opponents were fought at long range, the officers had the opportunity to bring to their aid discipline and authority over the actions and conduct of their men; when in close contact, they lost control, and their men, lacking individuality, became as sheep without a shepherd; while with us, every private was a general and needed no guidance or direction from his officer. In the camp and in the field the Confederate soldier was ruled by affection and example, and was treated as an equal. Especially was this