In the early fall of 1862, a distance of not more than thirty miles lay between the Army of the Potomac and the Army of Northern Virginia. A state of uncertainty had existed for several weeks succeeding the battle of Sharpsburg, but the movements that resulted in the battle of Fredericksburg began to take shape when on the 5th of November the order was issued removing General McClellan from command of the Federal forces.

The order assigning General Burnside to command was received at General Lee's headquarters, then at Culpeper Court House, about twenty-four hours after it reached Warrenton, though not through official courtesy. General Lee, on receiving the news, said he regretted to part with McClellan, "for," he added, "we always understood each other so well. I fear they may continue to make these changes till they find some one whom I don't understand."

The Federal army was encamped around Warrenton, Virginia, and was soon divided into three grand divisions, whose commanders were Generals Sumner, Hooker, and Franklin.

Lee's army was on the opposite side of the Rappahannock River, divided into two corps, the First commanded by myself and the Second commanded by General T. J. (Stonewall) Jackson. At that time the Confederate army extended from Culpeper Court House (where the First Corps was stationed) on its right across the Blue Ridge down the Valley of Virginia to Winchester. There Jackson was encamped with the Second Corps, except one division which was stationed at Chester Gap on the Blue Ridge Mountains.

About the 18th or 19th of November, we received information through our scouts that Sumner, with his grand division of more than thirty thousand men, was moving toward Fredericksburg. Evidently he intended to surprise us and cross the Rappahannock before we could offer resistance. On receipt of the information, two of my divisions were ordered down to meet him. We made a forced march and arrived on the hills around Fredericksburg about 3 o'clock on the afternoon of the 21st. Sumner had already arrived, and his army was encamped on Stafford Heights, overlooking the town from the Federal side. Before I reached Fredericksburg, General Patrick, provost- marshal-general, crossed the river under a flag of truce and put the people in a state of great excitement by delivering the following letter:

Under cover of the houses of your city, shots have been fired upon the troops of my command. Your mills and manufactorics are furnishing provisions and the material for clothing for armed bodies in rebellion against the Government of the United States. Your railroads and other means of transportation are removing supplies to the depots of such troops. This condition of things must terminate, and by direction of General Burnside I accordingly demand the surrender of your city into my hands, as the representative of the Government of the United States, at or before 5 o'clock this afternoon. Failing in an affirmative reply to this demand by the hour indicated, sixteen hours will be permitted to elapse for the removal from the city of women and children, the sick and wounded and aged, etc., which period having expired I shall proceed to shell the town. Upon obtaining possession of the city every necessary means will be taken to preserve order and secure the protective operation of the laws and policy of the United States Government.

I am, very respectfully, your obedient servant,

E. V. SUMNER.

Brevet Major-General, U. S. Army, Commanding Right Grand Division

While the people were in a state of excitement over the receipt of this demand for the surrender of their town, my troops appeared upon the heights opposite those occupied by the Federals. The alarmed non-combatants heard of my arrival and immediately sent to me the demand of the Federal general. I stated to the town authorities that I did not care to occupy the place for military purposes and that there was no reason why it should be shelled by the Federal army. We were there to protect ourselves against the advance of the enemy, and could not allow the town to be occupied by the Federals.

The mayor sent to General Sumner a satisfactory statement of the situation and was notified that the threatened shelling would not take place, since the Confederates did not purpose to make the town a base of military operations.

Before my troops reached the little city, and before the people of Fredericksburg knew that any part of the Confederate army was near, there was great excitement over the demand for surrender. No people were in the place except aged and infirm men, and women and children. That they should become alarmed when the surrender of the town was demanded by the Federals was quite natural, and a number proceeded with great haste to board a train then ready to leave. As the train drew out, Sumner's batteries on Stafford Heights opened fire on it, adding to the general terror, but fortunately doing no serious damage. The spectacle was nothing, however, to what we witnessed a short time after. About the 26th or 27th it became evident that Fredericksburg would be the scene of a battle, and we advised the people who were still in the town to prepare to leave, as they would soon be in danger if they remained. The evacuation of the place by the distressed women and helpless men was a painful sight. Many were almost destitute and had no where to go, but, yielding to the cruel necessities of war, they collected their portable effects and turned their backs on the town. Many were forced to seek shelter in the woods and brave the icy November nights to escape the approaching assault from the Federal army.

Very soon after I reached Fredericksburg the remainder of my corps arrived from Culpeper Court House, and as soon as it was known that all the Army of the Potomac was in motion for the prospective scene of battle Jackson was drawn down from the Blue Ridge. In a very short time the Army of Northern Virginia was face to face with the Army of the Potomac.

When Jackson arrived he objected to the position, not that he feared the result of the battle, but because he thought that behind the North Anna was a point from which the most fruitful results would follow. He held that we would win a victory at Fredericksburg, but it would be a fruitless one to us, whereas at North Anna, when we drove the Federals back, we could give pursuit to advantage, which we could not do at Fredericksburg. General Lee did not entertain the proposition, however, and we continued our preparations to meet the enemy at the latter place.

At a point just above the town, a range of hills begins, extending from the river edge out a short distance and bearing around the valley somewhat in the form of a crescent. On the opposite side are the noted Stafford Heights, then occupied by the Federals. At the foot of these hills flows the Rappahannock River. On the Confederate side nestled Fredericksburg, and around it stretched the fertile bottoms from which fine crops had been gathered and upon which the Federal troops were to mass and give battle to the Confederates. On the Confederate side nearest the river was Taylor's Hill, and south of it the now famous Marye's Hill; next, Telegraph Hill, the highest of the elevations on the Confederate side (later known as Lee's Hill, because during the battle General Lee was there most of the time), where I had my headquarters in the field; next was a declination through which Deep Run Creek passed on its way to the Rappahannock River; and next was the gentle elevation at Hamilton's Crossing, not dignified with a name, upon which Stone wall Jackson massed thirty thousand men. It was upon these hills that the Confederates made their preparations to receive Burnside whenever he might choose to cross the Rappahannock. The Confederates were stationed as follows: On Taylor's Hill next the river and forming my left, R. H. Anderson's division; on Marye's Hill, Ransom's and McLaws's divisions; on Telegraph Hill, Pickett's division; to the right and about Deep Run Creek, Hood's division, the latter stretching across Deep Run Bottom.

On the hill occupied by Jackson's corps were the divisions of A. P. Hill, Early, and Taliaferro, that of D. H. Hill being in reserve on the extreme right. To the Washington Artillery, on Marye's Hill, was assigned the service of advising the army at the earliest possible moment of the Federal advance. General Barksdale, with his Mississippi brigade, was on picket duty in front of Fredericksburg on the night of the advance.

The hills occupied by the Confederate forces, although over-crowned by the heights of Stafford, were so distant as to be outside the range of effective fire by the Federal guns, and, with the lower receding grounds between them, formed a defensive series that may be likened to natural bastions. Taylor's Hill, on our left, was unassailable; Marye's Hill was more advanced toward the town, was of a gradual ascent and of less height than the others, and we considered it the point most assailable, and guarded it accordingly. The events that followed proved the correctness of our opinion on that point. Lee's Hill, near our center, with its rugged sides retired from Marye's and rising higher than its companions, was comparatively safe.

This was the situation of the 65,000 Confederates massed around Fredericksburg, and they had twenty-odd days in which to prepare for the approaching battle.

The Federals on Stafford Heights carefully matured their plans of advance and attack. General Hunt, chief of artillery, skillfully posted 147 guns to cover the bottoms upon which the infantry was to form for the attack, and at the same time play upon the Confederate batteries as circumstances would allow. Franklin and Hooker had joined Sumner, and Stafford Heights held the Federal army, 116,000 strong, watching the plain where the bloody conflict was soon to be. In the meantime the Federals had been seen along the banks of the river, looking for the most available points for crossing. President Lincoln had been down with General Halleck, and it had been suggested by the latter to cross at Hoop-pole Ferry, about 28 or 30 miles below Fredericksburg. We discovered the movement, however, and prepared to meet it, and Burnside abandoned the idea and turned his attention to Fredericksburg, under the impression that many of our troops were down at Hoop-pole, too far away to return in time for this battle.

The soldiers of both armies were in good fighting condition, and there was every indication that we would have a desperate battle. We were confident that Burnside could not dislodge us, and patiently awaited the attack.

On the morning of the 11th of December, 1862, an hour or so before daylight, the slumbering Confederates were awakened by a solitary cannon thundering on the heights of Marye's Hill. Again it boomed, and instantly the aroused Confederates recognized the signal of the Washington Artillery and knew that the Federal troops were preparing to cross the Rappahannock to give us the expected battle. The Federals came down to the river's edge and began the construction of their bridges, when Barksdale opened fire with such effect that they were forced to retire. Again and again they made an effort to cross, but each time they were met and repulsed by the well-directed bullets of the Mississippians. This contest lasted until 1 o'clock, when the Federals, with angry desperation, turned their whole available force of artillery on the little city, and sent down from the heights a perfect storm of shot and shell, crushing the houses with a cyclone of fiery metal. From our position on the heights we saw the batteries hurling an avalanche upon the town whose only offense was that near its edge in a snug retreat nestled three thousand Confederate hornets that were stinging the Army of the Potomac into a frenzy. It was terrific, the pandemonium which that little squad of Confederates had provoked. The town caught fire in several places, shells crashed and burst, and solid shot rained like hail. In the midst of the successive crashes could be heard the shouts and yells of those engaged in the struggle, while the smoke rose from the burning city and the flames leaped about, making a scene which can never be effaced from the memory of those who saw it. But, in the midst of all this fury, the little brigade of Mississippians clung to their work. At last, when I had everything in readiness, I sent a peremptory order to Barksdale to withdraw, which he did, fighting as he retired before the Federals, who had by that time succeeded in landing a number of their troops. The Federals then constructed their pontoons without molestation, and during the night and the following day the grand division of Sumner passed over into Fredericksburg.

About a mile and a half below the town, where the Deep Run empties into the Rappahannock, General Franklin had been allowed without serious opposition to throw two pontoon-bridges on the 11th, and his grand division passed over and massed on the level bottoms opposite Hamilton's Crossing, thus placing himself in front of Stonewall Jackson's corps. The 11th and 12th were thus spent by the Federals in crossing the river and preparing for battle.

Opposite Fredericksburg, the formation along the river-bank was such that the Federals were concealed in their approaches, and, availing themselves of this advantage, they succeeded in crossing and concealing the grand division of Sumner and, later, a part of Hooker's grand division in the city of Fredericksburg, and so disposing of Franklin in the open plain below as to give out the impression that the great force was with the latter and about to oppose Jackson.

Before daylight on the morning of the eventful 13th I rode to the right of my line held by Hood's division. General Hood was at his post in plain hearing of the Federals south of Deep Run, who were marching their troops into position for the attack. The morning was cold and misty, and everything was obscured from view, but so distinctly did the mist bear to us the sounds of the moving Federals that Hood thought the advance was against him. He was relieved, however, when I assured him that the enemy, to reach him, would have to put himself in a pocket and be subjected to attack from Jackson on one side, Pickett and McLaws on the other, and Hood's own men in front. The position of Franklin's men on the 12th, with the configuration of the ground, had left no doubt in my mind as to Franklin's intentions. I explained all this to Hood, assuring him that the attack would be on Jackson. At the same time I ordered Hood, in case Jackson's line should be broken, to wheel around to his right and strike in on the attacking bodies, telling him that Pickett, with his division, would be ordered to join in the flank movement. These orders were given to both division generals, and at the same time they were advised that I would be attacked near my left center, and that I must be at that point to meet my part of the battle. They were also advised that my position was so well defended I could have no other need of their troops. 1 then returned to Lee's Hill, reaching there soon after sunrise.

Thus we stood at the eve of the great battle. Along the Stafford Heights 147 guns were turned upon us, and on the level plain below, in the town, and hidden on the opposite bank ready to cross, were assembled nearly 100,000 men, eager to begin the combat. Secure on our hills, we grimly awaited the onslaught. The valley, the mountain-tops, everything was enveloped in the thickest fog, and the preparations for the fight were made as if under cover of night. The mist brought to us the sounds of the preparation for battle, but we were blind to the movements of the Federals. Suddenly, at 10 o'clock, as if the elements were taking a hand in the drama about to be enacted, the warmth of the sun brushed the mist away and revealed the mighty panorama in the valley below.

Franklin's 40,000 men, reinforced by two divisions of Hooker's grand division, were in front of Jackson's 30,000. The flags of the Federals fluttered gayly, the polished arms shone brightly in the sunlight, and the beautiful uniforms of the buoyant troops gave to the scene the air of a holiday occasion rather than the spectacle of a great army about to be thrown into the tumult of battle. From my place on Lee's Hill I could see almost every soldier Franklin had, and a splendid array it was. But off in the distance was Jackson's ragged infantry, and beyond was Stuart's battered cavalry, with their soiled hats and yellow butternut suits, a striking contrast to the handsomely equipped troops of the Federals.

About the city, here and there, a few soldiers could be seen, but there was no indication of the heavy masses that were concealed by the houses. Those of Franklin's men who were in front of Jackson stretched well up toward Lee's Hill, and were almost within reach of our best guns, and at the other end they stretched out to the east until they came well under the fire of Stuart's horse artillery under Major John Pelham, a brave and gallant officer, almost a boy in years. As the mist rose, the Confederates saw the movement against their right near Hamilton's Crossing. Major Pelham opened fire upon Franklin's command and gave him lively work, which was kept up until Jackson ordered Pelham to retire. Franklin then advanced rapidly to the hill where Jackson's troops had been stationed, feeling the woods with shot as he progressed. Silently Jackson awaited the approach of the Federals until they were within good range, and then he opened a terrific fire which threw the Federals into some confusion. The enemy again massed and advanced, pressing through a gap between Archer and Lane. This broke Jackson's line and threatened very serious trouble. The Federals who had wedged themselves in through that gap came upon Gregg's brigade, and then the severe encounter ensued in which the latter general was mortally wounded. Archer and Lane very soon received reinforcements and, rallying, joined in the counter-attack and recovered their lost ground. The concentration of Taliaferro's and Early's divisions against this attack was too much for it, and the counter-attack drove the Federals back to the railroad and beyond the reach of our guns on the left. Some of our troops following up this repulse got too far out, and were in turn much discomfited when left to the enemy's superior numbers, and were obliged to retire in poor condition. A Federal brigade advancing under cover of Deep Run was discovered at this time and attacked by regiments of Pender's and Law's brigades, the former of A. P. Hill's and the latter of Hood's division; and, Jackson's second line advancing, the Federals were forced to retire. This series of demonstrations and attacks, the partial success and final discomfiture of the Federals, constitute the hostile movements between the Confederate right and the Federal left.

I have described, in the opening of this article, the situation of the Confederate left. In front of Marye's Hill is a plateau, and immediately at the base of the hill there is a sunken road known as the Telegraph road. On the side of the road next to the town was a stone-wall, shoulder-high, against which the earth was banked, forming an almost unapproachable defense. It was impossible for the troops occupying it to expose more than a small portion of their bodies. Behind this stone-wall I had placed about twenty-five hundred men, being all of General T. R. R. Cobb's brigade, and a portion of the brigade of General Kershaw, both of McLaws's division. It must now be understood that the Federals, to reach what appeared to be my weakest point, would have to pass directly over this wall held by Cobb's infantry.

An idea of how well Marye's Hill was protected may be obtained from the following incident: General E. P. Alexander, my engineer and superintendent of artillery, had been placing the guns, and in going over the field with him before the battle, I noticed an idle cannon. I suggested that he place it so as to aid in covering the plain in front of Marye's Hill. He answered: "General, we cover that ground now so well that we will comb it as with a fine-tooth comb. A chicken could not live on that field when we open on it."

A little before noon I sent orders to all my batteries to open fire through the streets or at any points where the troops were seen about the city, as a diversion in favor of Jackson. This fire began at once to develop the work in hand for myself. The Federal troops swarmed out of the city like bees out of a hive, coming in double-quick march and filling the edge of the field in front of Cobb. This was just where we had expected attack, and I was prepared to meet it. As the troops massed before us, they were much annoyed by the fire of our batteries. The field was literally packed with Federals from the vast number of troops that had been massed in the town. From the moment of their appearance began the most fearful carnage With our artillery from the front, right, and left tearing through their ranks, the Federals pressed forward with almost invincible determination, maintaining their steady step and closing up their broken ranks. Thus resolutely they marched upon the stone fence behind which quietly waited the Confederate brigade of General Cobb. As they came within reach of this brigade, a storm of lead was poured into their advancing ranks and they were swept from the field like chaff before the wind. A cloud of smoke shut out the scene for a moment, and, rising, revealed the shattered fragments recoiling from their gallant but hopeless charge. The artillery still plowed through their retreating ranks and searched the places of concealment into which the troops had plunged. A vast number went pell-mell into an old railroad cut to escape fire from the right and front. A battery on Lee's Hill saw this and turned its fire into the entire length of the cut, and the shells began to pour down upon the Federals with the most frightful destruction. They found their position of refuge more uncomfortable than the field of the assault.

Thus the right grand division of the Army of the Potomac found itself repulsed and shattered on its first attempt to drive us from Marye's Hill. Hardly was this attack off the field before we saw the determined Federals again filing out of Fredericksburg and preparing for another charge. The Confederates under Cobb reserved their fire and quietly awaited the approach of the enemy. The Federals came nearer than before, but were forced to retire before the well-directed guns of Cobb's brigade and the fire of the artillery on the heights. By that time the field in front of Cobb was thickly strewn with the dead and dying Federals, but again they formed with desperate courage and renewed the attack and again were driven off. At each attack the slaughter was so great that by the time the third attack was repulsed, the

ground was so thickly strewn with dead that the bodies seriously impeded the approach of the Federals. General Lee, who was with me on Lee's Hill, became uneasy when he saw the attacks so promptly renewed and pushed forward with such persistence, and feared the Federals might break through our line. After the third charge he said to me: "General, they are massing very heavily and will break your line, I am afraid." "General," I replied, "if

you put every man now on the other side of the Potomac on that field to approach me over the same line, and give me plenty of ammunition, I will kill them all before they reach my line. Look to your right; you are in some danger there, but not on my line."

I think the fourth time the Federals charged, a gallant fellow came within one hundred feet of Cobb's position before he fell. Close behind him came some few scattering ones, but they were either killed or they fled from certain death. This charge was the only effort that looked like actual danger to Cobb, and after it was repulsed I felt no apprehension, assuring myself that there were enough of the dead Federals on the field to give me half the battle. The anxiety shown by General Lee, however, induced me to bring up two or three brigades, to be on hand, and General Kershaw, with the remainder of his brigade, was ordered down to the stone-wall, rather, however, to carry ammunition than as a reinforcement for Cobb. Kershaw dashed down the declivity and arrived just in time to succeed Cobb, who, at this juncture, fell from a wound in the thigh and died in a few minutes from loss of blood.

A fifth time the Federals formed and charged and were repulsed. A sixth time they charged and were driven back, when night came to end the dreadful carnage, and the Federals withdrew, leaving the battle-field literally heaped with the bodies of their dead. Before the well-directed fire of Cobb's brigade, the Federals had fallen like the steady dripping of rain from the eaves of a house. Our musketry alone killed and wounded at least 5000; and these, with the slaughter by the artillery, left over 7000 killed and wounded before the foot of Marye's Hill. The dead were piled sometimes three deep, and when morning broke, the spectacle that we saw upon the battle-field was one of the most distressing I ever witnessed. The charges had been desperate and bloody, but utterly hopeless. I thought, as I saw the Federals come again and again to their death, that they deserved success if courage and daring could entitle soldiers to victory.

During the night a Federal strayed beyond his lines and was taken up by some of my troops. On searching him, we found on his person a me memorandum of General Burnside's arrangements, and an order for the renewal of the battle the next day. This information was sent to General Lee, and immediately orders were given for a line of rifle-pits on the top of Marye's Hill for Ransom, who had been held somewhat in reserve, and for other guns to be placed on Taylor's Hill.

We were on our lines before daylight, anxious to receive General Burnside again. As the gray of the morning came without the battle, we became more anxious; yet, as the Federal forces retained position during the 14th and 15th, we were not without hope. There was some little skirmishing, but it did not amount to anything. But when the full light of the next morning revealed an abandoned field, General Lee turned to me, referring in his mind to the dispatch I had captured and which he had just re-read, and said: "General, I am losing confidence in your friend General Burnside." We then put it down -as a ruse de guerre. Afterward, however, we learned that the order had been made in good faith but had been changed in consequence of the demoralized condition of the grand divisions in front of Marye's Hill. During the night of the 15th the Federal troops withdrew, and on the 16th our lines were reestablished along the river.

I have heard that, referring to the attack at Marye's Hill while it was in progress, General Hooker said: "There has been enough blood shed to satisfy any reasonable man, and it is time to quit." I think myself it was fortunate for Burnside that he had no greater success, for the meeting with such discomfiture gave him an opportunity to get back safe. If he had made any progress, his loss would probably have been greater.

Such was the battle of Fredericksburg as I saw it. It has been asked why we did not follow up the victory. The answer is plain. It goes without saying that the battle of the First Corps, concluded after nightfall, could not have been changed into offensive operations. Our line was about three miles long, extending through woodland over hill and dale. An attempt at concentration to throw the troops against the walls of the city at that hour of the night would have been little better than madness. . .

During the attack upon General Jackson, and immediately after his line was broken, General Pickett rode up to General Hood and suggested that the moment was at hand for the movement anticipated by my orders, and requested that it be executed. Hood did not agree, so the opportunity was allowed to pass. Had Hood sprung to the occasion we would have enveloped Franklin's command, and might possibly have marched it into the Confederate camp. Hood commanded splendid troops, quite fresh and eager for occasion to give renewed assurances of their mettle.

It has been reported that the troops attacking Marye's Hill were intoxicated, having been plied with whisky to nerve them to the desperate attack. That can hardly be true. I know nothing of the facts, but no sensible commander will allow his troops strong drink upon going into battle. After a battle is over, the soldier's gill is usually allowed if it is at hand. No troops could have displayed greater courage and resolution than was shown by those brought against Marye's Hill. But they miscalculated the wonderful strength of the line behind the stone fence. The position held by Cobb surpassed courage and resolution, and was occupied by those who knew well how to hold a comfortable defense.

After the retreat, General Lee went to Richmond to suggest other operations, but was assured that the war was virtually over, and that we need not harass our troops by marches and other hardships. Gold had advanced in New York to two hundred, and we were assured by those at the Confederate capital that in thirty or forty days we would be recognized and peace proclaimed. General Lee did not share in this belief.

I have been asked if Burnside could have been victorious at Fredericksburg. Such a thing was hardly possible. Perhaps no general could have accomplished more than Burnside did, and it was possible for him to have suffered greater loss. The battle of Fredericksburg was a great and unprofitable sacrifice of human life made, through the pressure from the rear, upon a general who should have known better and who doubtless acted against his judgment. If I had been in General Burnside's place, I would have asked the President to allow me to resign rather than execute his order to force the passage of the river and march the army against Lee in his stronghold.

Viewing the battle after the lapse of more than twenty years, I may say, however, that Burnside's move might have been made stronger by throwing two of his grand divisions across at the mouth of Deep Run, where Franklin crossed with his grand division and six brigades of Hooker's. Had he thus placed Hooker and Sumner, his sturdiest fighters, and made resolute assault with them in his attack on our right, he would in all probability have given us trouble. The partial success he had at that point might have been pushed vigorously by such a force and might have thrown our right entirely from position, in which event the result would have depended on the skillful handling of the forces. Franklin's grand division could have made sufficient sacrifice at Marye's Hill and come as near success as did Sumner's and two-thirds of Hooker's combined. I think, however, that the success would have been on our side, and it might have been followed by greater disaster on the side of the Federals; still they would have had the chance of success in their favor, while in the battle as it was fought it can hardly be claimed that there was even a chance.

Burnside made a mistake from the first. He should have gone from Warrenton to Chester Gap. He might then have held Jackson and fought me, or have held me and fought Jackson, thus taking us in detail. The doubt about the matter was whether or not he could have caught me in that trap before we could concentrate. At any rate, that was the only move on the board that could have benefited him at the time he was assigned to the command of the Army of the Potomac. By interposing between the corps of Lee's