hind. At four o'clock on the morning of the 14th I was roused from sleep by loud knocks on the new-made door: In the order which followed, "Be ready to march at daybreak," I recognized the familiar, but unwelcome voice of the Sergeant-Major. Throwing aside my blankets, and leaving the Captain dreamily wondering what could be the occasion of so unexpected an order, I hurried to the quarters of the men of Company D, and repeated to the Orderly Sergeant the instructions just received. The camp was soon astir. Lights flashed here and there through the trees. "Pack up! pack up!" passed from lip to lip. "Shall we take everything?" Yes, everything. The shelter-tents were stripped from the houses, knapsacks and trunks were packed. The wagon for the officers' baggage came, was hurriedly loaded, and driven away. A hasty breakfast followed. Then, forming our line, we stacked arms, and awaited further orders.

The mystery was soon solved. Longstreet, having cut loose from Bragg's army, which still remained in the vicinity of Chattanooga, had, by a forced march, struck the Tennessee River at Hough's Ferry, a few miles below Loudon. Already he had thrown a pontoon across the river, and was crossing with his entire command, except the cavalry under Wheeler, which he had sent by way of Marysville, with orders to seize the heights on the south bank of the Holston, opposite Knoxville. The whole movement was the commencement of a series of blunders on the part of the Rebel commanders in this department, which resulted at length in the utter overthrow of the Rebel army of the Tennessee. General Grant saw at once the mistake which the enemy had made, and ordered General Burnside to fall back to Knoxville and intrench, promising reinforcements speedily. Knoxville was Longstreet's objective. It was the key of East Tennessee. Should it again fall into the enemy's hands, we would be obliged to retire to Cumberland Gap. Lenoir's did not lie in Longstreet's path. If we re

mained there, he would push his columns past our right, and get between us and Knoxville. It was evident that the place must be abandoned; and there was need of haste. The mills and factories in the village were accordingly destroyed, and the wagon-train started north.

The morning had opened heavily with clouds, and, as the day advanced, the rain came down in torrents. A little before noon, our division, then under the command of General Ferrero, moved out of the woods; but, instead of taking the road to Knoxville, as we had anticipated, the column marched down the Loudon road. We were to watch the enemy, and, by holding him in check, secure the safety of our trains and material, then on the way to Knoxville.

A few miles from Lenoir's, while we were halting for rest, General Burnside passed us on his way to the front. Under his slouched hat there was a sterner face than there was wont to be. There is trouble ahead, said the men ; but the cheers which rose from regiment after regiment, as with his staff and battleflag he swept past us, told the confidence which all felt in "Old Burnie."

Chapin's brigade of White's command (Twenty-third Army Corps) was in the advance; and about four o'clock his skirmishers met those of the enemy, and drove them back a mile and a half. We followed through mud and rain. The country became hilly as we advanced, and our artillery was moved with difficulty. At dark we were in front of the enemy's position, having marched nearly fourteen miles. The rain had now ceased. Halting, we formed our lines in thick woods, and stacked our arms, — weary and wet, and not in the happiest of moods.

During the evening a circular was received, notifying us of an intended attack on the enemy's lines at nine o'clock, P. M., by the troops of White's command; but, with the exception of an occasional shot, the night was a quiet one.

The next morning, the usual reveille was omitted; and, at daybreak, noise

lessly our lines were formed, and we marched out of the woods into the road. But it was not an advance. During the night General Ferrero had received orders to fall back to Lenoir's. Such, however, was the state of the roads, that it was almost impossible to move our artillery. At one time our whole regiment was detailed to assist Roemer's battery. Near Loudon we passed the Second Division of our corps, which during the night had moved down from Lenoir's, in order to be within supporting distance. But the enemy did not seem disposed to press us. We reached Lenoir's about noon. Sigfried, with the Second Division, followed later in the day. Our brigade (Morrison's) was now drawn up in line of battle on the Kingston road, as it was thought that the enemy, by not pressing our rear, intended a movement from that direction. And such was the fact. The enemy advanced against our position on this road, about four o'clock, and drove in our pickets. The Eighth Michigan was at once deployed as skirmishers. The Thirty-sixth Massachusetts and Fortyfifth Pennsylvania at the same time moved forward to support the skirmishers, and formed their line of battle in the woods, on the left of the road. Just at dusk, the enemy made a dash, and pressed our skirmishers back nearly to our line, but did not seem inclined to advance any further.

A portion of the Ninth Corps, under Colonel Hartranft, and a body of mounted infantry, were now sent towards Knoxville, with orders to seize and hold the junction of the road from Lenoir's with the Knoxville and Kingston road, near the village of Campbell's Station. The distance was only eight miles, but the progress of the column was much retarded. Such was still the condition of the roads that the artillery could be moved only with the greatest difficulty. Colonel Biddle dismounted some of his men, and hitched their horses to the guns. In order to lighten the caissons, some of the ammunition was removed from the boxes and destroyed; but as

little as possible, for who could say it would not be needed on the morrow? Throughout the long night, officers and men faltered not in their efforts to help forward the batteries. In the light of subsequent events, it will be seen that they could not have performed any more important service.. Colonel Hartranft that night displayed the same spirit and energy which he infused into his gallant Pennsylvanians at Fort Steadman, in the last agonies of the Rebellion, when, rolling back the fiercest assaults of the enemy, he gained the first real success in the trenches at Petersburg, and won for himself the double star of a Major-General.

Meanwhile, Morrison's brigade remained on the Kingston road in front of Lenoir's. The enemy, anticipating an evacuation of the place, made an attack on our lines about ten o'clock, P. M.; but a few shots on our part were sufficient to satisfy him that we still held the ground. Additional pickets, however, were sent out to extend the line held by the Eighth Michigan. The Thirty-sixth Massachusetts and Forty-fifth Pennsylvania still remained in line of battle in the woods. Neither officers nor men slept that night. It was bitter cold, and the usual fires were denied us, lest they should betray our weakness to the enemy. The men were ordered to put their canteens and tin cups in their haversacks, and remain quietly in their places, ready for any movement at a moment's notice. It was a long, tedious, fearful night; what would the morrow bring? It was Sunday night. The day had brought us no rest, only weariness and anxiety. No one could speak to his fellow; and in the thick darkness, through the long, long night, we lay on our arms, waiting for the morning. Ah, how many hearts there were among us, which, overleaping the boundaries of States, found their way to Pennsylvanian and New England homes, - how many, which, on the morrow, among the hills of East Tennessee, were to pour out their young blood even unto. death!

At length the morning came. It was cloudy as the day before. White's division of the Twenty-third Corps was now on the road to Knoxville; and, besides our own brigade, only Humphrey's brigade of our division remained at Lenoir's. About daybreak, as silently as possible, we withdrew from our position on the Kingston road, and, falling back through the village of Lenoir's, moved towards Knoxville, Humphrey's brigade covering the retreat. Everything which we could not take with us was destroyed. Even our baggage and books, which, for the want of transportation, had not been removed, were committed to the flames. The enemy at once discovered our retreat, but did not press us till within a mile or two of the village of Campbell's Station. Humphrey, however, held him in check, and we moved on to the point where the road from Lenoir's unites with the road from Kingston to Knoxville. It was evidently Longstreet's intention to cut off our retreat at this place. For this reason he had not pressed us at Lenoir's, the afternoon previous, but had moved the main body of his army to our right. But the mounted infantry, which had been sent to this point during the night, were able to hold him in check, on the Kingston road, till Hartranft came up.

On reaching the junction of the roads, we advanced into an open field on our left, and at once formed our line of battle in rear of a rail fence, our right resting near the Kingston road. The Eighth Michigan was on our left. The Forty-fifth Pennsylvania was deployed as skirmishers. The rest of our troops were now withdrawing to a new position back of the village of Campbell's Station; and we were left to cover the movement. Unfurling our colors, we awaited the advance of the enemy. There was an occasional shot fired in our front, and to our right; but it was soon evident that the Rebels were : moving to our left, in order to gain the cover of the woods. Moving off by the left flank, therefore, we took a second position in an adjoining field. Finding

now the enemy moving rapidly through the woods, and threatening our rear, we executed a left half-wheel; and, advancing on the double-quick to the rail fence which ran along the edge of the woods, we opened a heavy fire. From this position the enemy endeavored to force us. His fire was well directed, but the fence afforded us a slight protection. Lieutenant Fairbank and a few of the men were here wounded. For a while, we held the enemy in check, but at length the skirmishers of the Fortyfifth Pennsylvania, who were watching our right, discovered a body of Rebel infantry pushing towards our rear from the Kingston road. Colonel Morrison, our brigade commander, at once ordered the Thirty-sixth Massachusetts and Eighth Michigan to face about, and establish a new line, in rear of the rail fence on the opposite side of the field. We advanced on the doublequick; and, reaching the fence, our men with a shout poured a volley into the Rebel line of battle, which not only checked its advance, but drove it back in confusion. Meanwhile, the enemy in our rear moved up to the edge of the woods, which we had just left, and now opened a brisk fire. We at once crossed the fence in order to place it between us and his fire, and were about to devote our attention again to him, when orders came for us to withdraw, it being no longer necessary to hold the junction of the roads, for all our troops and wagons had now passed. The enemy, too, was closing in upon us, and his fire was the hottest. We moved off in good order ; but our loss in killed and wounded was

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quite heavy, considering the length of time we were under fire.

Among the killed was Lieutenant P. Marion Holmes of Charlestown, Mass., of whom it might well be said,

"He died as fathers wish their sons to die." Lieutenant Holmes had been wounded at the battle of Blue Springs a little more than a month before, and had made the march from Lenoir's that morning with great difficulty. But he would not leave his men. On his breast

he wore the badge of the Bunker Hill Club, on which was engraved the familiar line from Horace, which Warren quoted just before the battle of Bunker Hill," Dulce et decorum est pro patriâ mori." In the death of Lieutenant Holmes, the Thirty-sixth Massachusetts offered its costliest sacrifice. Frank, courteous, manly, brave, he had won all hearts, and his sudden removal from our companionship at that moment will ever remind us of the great price with which that morning's success was bought.

The enemy now manœuvred to cut us off from the road, and pressed us so hard that we were obliged to oblique to the left. Moving on the double-quick, receiving an occasional volley, and barely escaping capture, we at length emerged from the woods on the outskirts of the little village of Campbell's Station. We were soon under cover of our artillery, which General Potter, under the direction of General Burnside, had placed in position on high ground just beyond the village. This village is situated between two low ranges of hills, which are nearly a mile apart. Across the intervening space, our infantry was drawn up in a single line of battle.

Ferrero's division of the Ninth Corps held the right, White's division of the Twenty-third Corps held the centre, and Hartranft's division of the Ninth Corps held the left. Benjamin's, Buckley's, Getting's, and Van Schlein's batteries were on the right of the road. Roemer's battery was on the left. The Thirty-sixth Massachusetts supported Roemer.

The enemy, meanwhile, had disposed his forces for an attack on our position. At noon he came out of the woods, just beyond the village, in two lines of battle, with a line of skirmishers in front. The whole field was open to our view. Benjamin and Roemer opened fire at once; and so accurate was their range, that the Rebel lines were immediately broken, and they fell back into the woods in confusion. The enemy, under cover of the woods on the slope of the ridge, now advanced against our

right. Christ's brigade, of our division, at once changed front. Buckley executed the same movement with his battery, and, by a well-directed fire, checked the enemy's progress in that direction. The enemy next manoeuvred to turn our left. Falling back, however, to a stronger position in our rear, we established a new line about four o'clock in the afternoon. This was done under a heavy fire from the enemy's batteries. Ferrero was now on the right of the road. Morrison's brigade was placed in rear of a rail fence, at the foot of the ridge on which Benjamin's battery had been planted. The enemy did not seem inclined to attack us in front, but pushed along the ridge, on our left, aiming to strike Hartranft in flank and rear. He was discovered in this attempt; and, just as he was moving over ground recently cleared, Roemer, changing front at the same time with Hartranft, opened his three-inch guns on the Rebel line, and drove it back in disorder, followed by the skirmishers. Longstreet, foiled in all these attempts to force us from our position, now withdrew beyond the range of our guns, and made no further demonstrations that day. Our troops were justly proud of their success; for, with a force not exceeding five thousand men, they had held in check, for an entire day, three times their own number, - the flower of Lee's army. Our loss in the Ninth Corps was twenty-six killed, one hundred and sixty-six wounded, and fifty-seven missing. Of these, the Thirty-sixth Massachusetts lost one officer and three enlisted men killed, three officers and fourteen enlisted men wounded, and three enlisted men missing.

At six o'clock, P. M., Ferrero's division, followed by Hartranft's, moved to the rear, taking the road to Knoxville. White's division of the Twenty-third Corps covered the retreat. Campbell's Station is a little more than sixteen miles from Knoxville; but the night was so dark, and the road so muddy, that our progress was much retarded, and we did not reach Knoxville till about four o'clock the next morning. We

had now been without sleep forty-eight hours. Moreover, since the previous morning we had marched twenty-four miles and fought a battle. Halting just outside of the town, weary and worn, we threw ourselves on the ground, and snatched a couple of hours of sleep. Early in the day—it was the 17th of November-General Burnside assigned the batteries and regiments of his command to the positions they were to occupy in the defence of the place. Knoxville is situated on the northern bank of the Holston River. For the most part, the town is built on a tableland, which is nearly a mile square, and about one hundred and fifty feet above the river. On the northeast, the town is bounded by a small creek. Beyond this creek is an elevation known as Temperance Hill. Still farther to the east is Mayberry Hill. On the northwest, this table - land descends to a broad valley; on the southwest, the town is bounded by a second creek. Beyond this is College Hill; and still farther to the southwest is a high ridge, running nearly parallel with the road which enters Knoxville at this point. Benjamin's and Buckley's batteries occupied the unfinished bastion-work on the ridge just mentioned. This work was afterwards known as Fort Sanders. Roemer's battery was placed in position on College Hill. These batteries were supported by Ferrero's division of the Ninth Corps, his line extending from the Holston River on the left to the point where the East Tennessee and Georgia Railroad crosses the creek mentioned above as Second Creek. Hartranft connected with Ferrero's right, supporting Getting's and the Fifteenth Indiana Batteries. His lines extended as far as First Creek. The divisions of White and Hascall, of the Twenty-third Corps, occupied the ground between this point and the Holston River, on the northeast side of the town, with their artillery in position on Temperance and Mayberry's Hills.

Knoxville at this time was by no means in a defensible condition. The bastion-work, occupied by Benjamin's

and Buckley's batteries, was not only not finished, but was little more than begun. It required two hundred negroes four hours to clear places for the guns. There was also a fort in process of construction on Temperance Hill. Nothing more had been done. But the work was now carried forward in earnest. As fast as the troops were placed in position, they commenced the construction of riflepits. Though wearied by three days of constant marching and fighting, they gave themselves to the work with all the energy of fresh men. Citizens and contrabands also were pressed into the service. Many of the former were loyal men, and devoted themselves to their tasks with a zeal which evinced the interest they felt in making good the defence of the town; but some of them were bitter Rebels, and, as Captain Poe, Chief-Engineer of the Army of the Ohio, well remarked, "worked with a very poor grace, which blistered hands did not tend to improve." The contrabands engaged in the work with that heartiness which, during the war, characterized their labors in our service.

At noon, the enemy's advance' was only a mile or two distant; and four companies of the Thirty-sixth Massachusetts A, B, D, G-were thrown out as skirmishers, the line extending from the Holston River to the Kingston road. But the enemy was held in check at some little distance from the town by Sanders's division of cavalry. The hours thus gained for our work in the trenches were precious hours, indeed. There was a lack of intrenching tools, and much remained to be done ; all day and all night the men continued their labors undisturbed; and, on the morning of the 18th, our line of works around the town presented a formidable appearance.

but

Throughout the forenoon of that day there was heavy skirmishing on the Kingston road; but our men — dismounted cavalry- still maintained their position. Later in the day, however, the enemy brought up a battery, which, opening a heavy fire, soon compelled