At Mill Creek my escort fell in behind, and we were going ahead at a regular pace, when, just as we made the crest of the rise beyond the stream, there burst upon our view the appalling spectacle of a panic-stricken army-hundreds of slightly wounded men, throngs of others unhurt but utterly demoralized, and baggage-wagons by the score, all pressing to the rear in hopeless confusion, telling only too plainly that a disaster had occurred at the front.  On accosting some of the fugitives, they assured me that the army was broken up, in full retreat, and that all was lost; all this with a manner true to that peculiar indifference that takes possession of panic-stricken men.  I was greatly disturbed by the, sight, but at once sent word to Colonel Edwards commanding the brigade in Winchester, to stretch his troops across the valley, near Mill Creek, and stop all fugitives, directing also that the transportation be, passed through and parked on the north side of the town.

As I continued at a walk a few hundred yards farther, thinking all the time of Longstreet’s telegram to Early, “Be ready when I join you, and we will crush Sheridan,” I was fixing in my mind what I should do.  My first thought was too stop the army in the suburbs of Winchester as it came back, form a new line, and fight there; but as the situation was more maturely considered a better conception prevailed.  I was sure the troops had confidence in me, for heretofore we had been successful; and as at other times they had seen me present at the slightest sign of trouble or distress, I felt that I ought to try now to restore their broken ranks, or, failing in that, to share their fate because of what they had done hitherto.

About this time Colonel Wood, my chief commissary, arrived from the front and gave me fuller intelligence, reporting that everything was gone, my headquarters captured, and the troops dispersed.  When I heard this I took two of my aides-de-camp, Major.  George A. Forsyth and Captain Joseph O’Keefe, and with twenty men from the escort started for the front, at the same time directing Colonel James W. Forsyth and Colonels Alexander and Thom to remain behind and do what they could to stop the runaways.

For a short distance I traveled on the road, but soon found it so blocked with wagons and wounded men that my progress was impeded, and I was forced to take to the adjoining fields to make haste.  When most of the wagons and wounded were past I returned to the road, which was thickly lined with unhurt men, who, having got far enough to the rear to be out of danger, had halted, without any organization, and begun cooking coffee, but when they saw me they abandoned their coffee, threw up their hats, shouldered their muskets, and as I passed along turned to follow with enthusiasm and cheers.  To acknowledge this exhibition of feeling I took off my hat, and with Forsyth and O’Keefe rode some distance in advance of my escort, while every mounted officer who saw