"The air seemed literally to be full of whizzing bullets, which stirred up currents of wind as if the atmosphere had suddenly been filled with some invisible cooling process."

      "On Friday evening last we got conflicting rumors of an attack upon our guard at Front Royal, a small village about twelve miles east of Strasburg where a considerable valley, parallel with the valley in which Strasburg is, crosses the Shenandoah. Through this valley is a stone pike, and there are several mountain gaps through which good roads at this season connect with the stone pike from Strasburg to Staunton. As there is a good road from Front Royal to Winchester, the Rebels with sufficient force at Front Royal could easily intercept our line of march and cut us off from our supplies, especially as the occupation of Front Royal destroyed the railroad line that connected us with Washington.

      I think I have several times written you that I regarded our position as very critical. It was in reference to this very matter, all which has taken place, almost exactly as I feared. Ewell's division, estimated at from 10,000 to 15,000 troops, had been joined in the valley below Front Royal by Jackson's brigade of 8,000 to 12,000, and they moved with great rapidity and secrecy upon and actually took by surprise, the regiment (1st Maryland) doing guard duty there. I do not think fifty men escaped, and the few who did passed the night in the woods on their route to Winchester. It was near midnight, therefore, before we knew the extent of our disaster."

      Jackson's famed "foot cavalry" struck Front Royal which was held by a single detached regiment, the 1st Maryland, with surprise and overwhelming force. It was destroyed quickly with the survivors fleeing for Winchester. In the grim fratricidal irony that civil war brings about, the leading rebel regiment was the Confederate 1st Maryland. Williams force at Strasburg, its supply line facing closure, hastily withdrew to Winchester.

      He managed to arrive just ahead of the rebel onslaught and set up defensive lines to allow the bulk of his trains to escape north. Outnumbered, he gritted his teeth and awaited the attack on May 25.

      "As you have never seen, you cannot appreciate the difficulties of moving these long mule trains or the impediments they make to a rapid march, especially in retreat, when hurry and confusion, frightened teamsters and disordered teams, break-downs and collisions and ten thousand nameless things conspire to make up the turmoil and increase the disorder."

      "Wagoners are proverbially scary and on the first alarm they cut traces, mount horses, and decamp. This is often done when not an enemy is within miles, and it is a singular fact that our losses on this march were at a long distance from the actual points of attack. Still, under all the difficulties, we succeeded in bringing through our long line of wagons with wonderful success, but the labor to the men was very great and our rear guard was engaged with the Rebel skirmishers till long after midnight.

      As we approached Winchester we were agreeably surprised to find that the enemy was not before us, and that the flag of our Union was still flying from the public buildings. The regiments encamped on the elevations just outside of town so as to cover the two roads leading towards Front Royal and Strasburg. I had been up all the night before, and what with the excitement and responsibilities I was weary enough, but the rumors of approaching forces were too reliable and the probabilities of an unequal contest the next day, as well as the hurrying and necessary preparations for the events that were sure to open at day light occupied my mind and time until midnight."

      "The General had information that we should be attacked in the morning by a superior force, and the question of our best position to defend our trains and stores, as well as to keep ourselves from annihilation, had to be discussed.

      It was decided to make a fight as we were, in front of the town. I had but 3,500 infantry and ten pairs of Parrott guns with six useless brass pieces to resist a force estimated by nobody at less than 15,000 and by most (prisoners and citizens) at 25,000 troops. The prospect was gloomy enough. That we should all be prisoners of war I had little doubt, but we could not get away without a show of resistance, both to know the enemy's position and to give our trains a chance to get to the rear."

      The Rebel assault slammed into them and we hear again Williams' fascination with his with the odd thrill of battle.

      "The Rebel guns opened fire at the earliest dawn and the banging to and fro became incessant. I rode to the center of the brigade on the right, which occupied a series of knobs, on the highest of which one of our batteries was playing away manfully. The whiz of the Parrott shells going and coming kept the air quite vocal and, strange to say, had an exciting effect upon my unstrung nerves. I felt rather exhilarated than depressed. There is a singular fascination and excitement about the banging of guns and rattling of musketry with the pomp and circumstance of war.

      I rode to the left where three regiments of my old brigade were posted. They had already been warmly engaged with the infantry and had gallantly repulsed them, almost annihilating a North Carolina regiment. Their dead and wounded lay thickly scattered along the front of one of our regiments. Some of our officers went out and talked with them. They all expressed regret that they had been fighting against the Union. I was rejoiced to find my old brigade doing so well. Every man seemed as cool and cheerful as if preparing for a review. They lay in order of battle behind the crests of hills ready for another attack.

      This small triumph proved short lived for on his left the more numerous column was rolling the Union position. And soon his position was under heavy pressure and threatened to give way.

      I stopped a few moments to confer with Gen. Banks, and pushing on had hardly reached the valley which intervened between the two wings when a furious fusillade began on the right. Their cannons opened with tremendous vigor and apparently from a dozen new batteries. As I was obliged to ride across the line of fire of most of them, it seemed to me that I had become a target for the whole Rebel artillery. Several shells passed in most unpleasant proximity to my head with a peculiar whizzing sound that made one involuntarily bob his head.

      I dashed on as fast as my horse could carry me, but before I could reach the front I saw our artillery were limbering up and that a regiment on the right (the 27th Indiana) was getting into confusion and many men running back. I dashed at them with such of my staff as were with me and made all sorts of appeals to rally them. The men would stop for a while, but before I could get them in line a new batch of fugitives would break all my efforts. Presently the whole regiment came pouring back in a confused mass.

      As we reached the brow of the hill a most terrific fire of infantry was opened upon us from a long line which extended beyond my extreme right. The air seemed literally to be full of whizzing bullets, which stirred up currents of wind as if the atmosphere had suddenly been filled with some invisible cooling process."

      The Union position collapsing, Williams suddenly found himself in danger of capture and barely escapes when Plug Ugly carries him to safety.

      "I stopped just long enough to know that I could see nothing of value through the smoke in front, and looking to the left I saw the whole line of the brigade retiring in order and yet rapidly to the rear. I put spurs to my horse, descended partly down the hill and was beginning to think I should spend a time in Richmond if I did not hurry, especially as I was penned in by a heavy stone wall. I dashed my horse at a point where two or three stones appeared to have been knocked off the top and although he is a pretty heavy beast (not my favorite gift horse) I think he appreciated the occasion for he cleared the wall most gallantly and carried me safely over into a narrow lane.

      As this lane was well under cover I thought it my duty to make a second effort to get a look at the enemy and consequently turned up the hill again but had not got far before the colors of the Rebels, infantry and cavalry, appearing on the top warned me I had no time to lose to withdraw the two brigades. I therefore sent word to Col. Donnelly, the 1st Brigade, to retire by the east of the town and Col. Gordon, 5th Brigade, to pass his regiments through the town to the pike to Martinsburg. It was hurrying times, as you can well imagine, with the very large force that was pressing us on all sides."

      Thoroughly routed a headlong retreat toward the Potomac at Williamsport began. Williams, ever observant, has a nice description of the comic panic of the situation.

      "There is a strange sympathy in courage and in fear, and masses seem to partake of one or the other feeling from the slightest causes. For instance, on reaching the first woods, with several other mounted officers, I succeeded in getting quite a line of fugitives established and ready to make a stand. Just at this time, down came a company of Michigan cavalry, running their horses at full bent. My line of brave fellows broke at once and went off in double quick. On the other hand, but a few moments afterward two companies of other cavalry came from toward Martinsburg riding toward the enemy and shouting with drawn sabers. Our fugitives received them with cheers and seemed at once to recover from their alarm."

      It now seemed possible that the entire column would be annihilated in its flight.