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This webpage reproduces a chapter of
R. E. Lee: A Biography

by Douglas Southall Freeman

published by Charles Scribner's Sons,
New York and London, 1934

The text, and illustrations except as noted, are in the public domain.


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This site is not affiliated with the US Military Academy.

Vol. II
Chapter XI

Lee Seizes the Initiative

After receiving Lee's letter by Boteler, Indicates a West Point graduate and gives his Class.Jackson had elaborately masked his movements and, on the evening of June 17, had left his old battleground. At Charlottesville he had awaited the arrival of his troops. Delayed at Gordonsville all day of the 20th by a report that the Federals were advancing from the Rapidan, he had then moved his men rapidly down the Virginia Central Railroad on ten trains of eighteen to twenty freight-cars each. On Sunday, the 22d, he had arrived at Fredericks Hall ahead of his men and had spent the day attending religious meetings. The first of the trains had proceeded a few miles farther to Beaver Dam, where the regiments had left them. That evening Jackson had gone to the room assigned him by his host, Nat M. Harris, but, without retiring, he had waited till the Sabbath was ended. Then, at 1 A.M., he had left and, on relays of commandeered horses had covered the fifty-two miles to Lee's headquarters in fourteen hours.1

Finding that Lee was at work when he arrived, Jackson refused to interrupt him and waited in the yard of the house, leaning heavily against the fence, his head bowed and his cap pulled down over his face as if to conceal his identity. Presently Indicates a West Point graduate and gives his Class.D. H. Hill rode up, for Lee had received advance notice of Jackson's coming and it had been to summon Hill and two other division commanders to a council of war that Lee had sent off couriers earlier in the day. D. H. Hill and Jackson had married sisters2  p109  and they were close friends, but Hill could hardly have been more surprised at seeing him if "Stonewall," in all the new fame of his "valley campaign," had dropped out of one of McClellan's troublesome observation balloons. They talked for a few minutes, and then went in to Lee's private office, the rear of the two rooms on the first floor. Lee was awaiting them and offered the tired Jackson some refreshment, but the traveller would take only a glass of milk.​3 In a short time, Indicates a West Point graduate and gives his Class.Longstreet and A. P. Hill arrived, and Lee closed the door.4

Lee had already made the momentous decisions regarding the offensive, but much remained to be discussed in an historic council of war that brought together for the first time all the men who were to direct the opening battle. D. H. Hill was to remain with Lee only a few months. The others were to lead his corps and execute his orders until two of them were killed and only Longstreet remained to say farewell at Appomattox. They afforded an interesting contrast, Longstreet, forty-one, low of stature, heavy, slightly deaf, and strongly self-opinionated; D. H. Hill, of the same age as Longstreet, small, somewhat stooped, critical and caustic but wholly devoted;​5 A. P. Hill, thirty-seven, of nervous, quick temperament, exhibiting excellent qualities as an administrator, but quite recently put at the head of a division and untested as yet in that position; and, finally, the gaunt, bearded Jackson, aged thirty-eight, quiet and soft-spoken, neither able in conversation nor magnetic in manner, and bearing in repose no mark of genius. A month before, to the very day, he had struck Banks at Front Royal in the second phase of his valley campaign, and now, in the glamour of Winchester, Cross Keys, and Port Republic, he was possessed of a greater measure of public esteem than Lee enjoyed. All four of the men were West Point graduates. Longstreet had been a captain and a paymaster when, in 1861, he had resigned from the Union army. Indicates a West Point graduate and gives his Class.A. P. Hill had been a captain in the coast survey. D. H. Hill, like  p110  Jackson, had left the service before that time to become a college professor. Lee did not give his lieutenants time to ponder these things. Promptly and briefly, he explained the conclusions to which he had come. These were:​6

1. Richmond could not be successfully defended in a formal siege.

2. It was necessary, therefore, to prevent a siege by assuming the offensive.

3. The offensive could not take the form of a direct assault on the Federal positions because the attacking troops were inexperienced, the positions were strong, and the Union artillery was too power­ful.

4. If there could be no direct assault, there must be a turning movement.

5. This was invited by the fact that McClellan was astride the Chickahominy, with his forces divided by that stream.

6. McClellan's right wing, north of the Chickahominy, could be more readily attacked than his left wing south of that stream.

7. success­ful attack north of the river would soon threaten McClellan's line of communications, via the York River Railroad, with his base at the White House, because the railroad crossed the Chickahominy at Dispatch Station, which was only twelve miles in rear of McClellan's right. The Federal commander would then be forced either to call his whole army to the north side of the Chickahominy to defend his base, or else he would have to withdraw from the north side of the river and seek a new base on James River.​7

8. To overwhelm the Union right, north of the Chickahominy, it would be necessary to concentrate very heavily there.

There were only three difficulties in the way. First, as Indicates a West Point graduate and gives his Class.Mr. Davis had pointed out, there was risk that the Federals might attack south of the river while the greater part of the Confederate army was north of that stream. Secondly, if the Federal right rested on Beaver Dam Creek, that would be a difficult position to attack directly. Thirdly, the Unionists were on good ground  p111  and could dispute the crossing of the Meadow Bridges and the Mechanicsville Bridges, over which Lee would have to pass three of his divisions.

How could these difficulties be overcome? Jackson was to move his army to Ashland, sixteen miles north of Richmond. Then, on the day before the battle opened, he was to march southeast. This would put him above the Chickahominy so that he would not be troubled by that watercourse. Indicates a West Point graduate and gives his Class.Stuart was to cover his left. Very early on the day of the action he was to start a march that would carry him past the head of Beaver Dam Creek, as he moved toward Cold Harbor, en route to attack McClellan's line of communications. In this way he would turn the troublesome stream and overcome one of the three difficulties. The army should not and would not have to fight for the high ground along the creek.8

As Jackson's march would be at some distance from the Chickahominy, A. P. Hill, whose division was opposite the Meadow Bridges, was to send a brigade under General L. O'B. Branch up the Chickahominy to a place known as Half Sink. When Jackson started his march on the day of battle, Branch was to move to the enemy's side of the Chickahominy and advance toward Mechanicsville. In this way he would establish contact with Jackson and would brush aside any outposts that might molest Jackson's right flank. And, finally, as he moved down the river, Branch would uncover the Meadow Bridges.

When this was done, A. P. Hill would cross at the Meadow Bridges and would advance on Mechanicsville. He would have sufficient force to clear the enemy from that village, and thereby would open the Mechanicsville Bridges to D. H. Hill and Longstreet. This would complete the removal of Lee's second difficulty.

D. H. Hill would then march past A. P. Hill's rear and form in support of Jackson. Thereupon Longstreet would cross and take position in support of A. P. Hill.

By this time, Jackson would have turned Beaver Dam Creek  p112  on his way to Cold Harbor, and from left to right the advancing force would be en échelon as follows:

D. H. Hill
A. P. Hill

The attack would progress down the Chickahominy, and would have as its intermediate objective the Federal position in front of New Bridge. When this was stormed, the last of the known difficulties would be removed. Contact with the Confederates on the south side would be re-established and the danger of a success­ful Federal attack on that bank of the river would be passed. The advancing columns could press on toward the final objective, the York River Railroad.

The two divisions of Indicates a West Point graduate and gives his Class.Huger and Indicates a West Point graduate and gives his Class.Magruder that were to be left in front of Richmond while the rest of the army went to the north side were to demonstrate on the day of battle. If they needed help, they were to call on the commands of General Holmes and General Wise who were on either side the James, and if the enemy withdrew from their front, Huger and Magruder were to pursue vigorously.

Graphically, the various movements are represented on page 113.

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Plan of battle north of the Chickahominy River,
as announced by General Lee at the council of war, June 23, 1862.

Having explained all this, Lee did something he had never done before and was never to do again: He excused himself for a time and left his subordinates to discuss among themselves the proposed movement. Doubtless he felt this was safe, in dealing with four professional soldiers of experience, and perhaps he thought it desirable that they should feel free to analyze and criticise his plan so that each might understand precisely what was expected of him.

When Lee returned, after some time, he was told that the four had agreed to launch the offensive on June 26. It is not certain he was informed that Jackson had first stated that he would be in position to attack on the 25th but had been urged by Longstreet to set the following day for the turning movement.9

 p113  The conference adjourned about nightfall and Jackson set out at once to spend another sleepless night in the saddle, returning to his command.​10 His ruse on leaving the valley had served its purpose well in mystifying the Federals in the valley.​11 His ride to Richmond and his departure, the approach of his division and its intended participation in the battle were supposed to be secrets, but a garrulous Confederate quartermaster, however, had  p114  remarked that all the cars on the Virginia Central Railroad had been sent westward to transport Jackson to Richmond, and in this way the news had reached many people in Richmond.​12 What information McClellan had received, and whether the turning movement by Jackson would surprise him, was, of course, unknown to the Confederates and indeterminable until the day of battle. Lee's hope was that the movement of Whiting and Lawton to the valley had become known but that the advance of Jackson had not been reported to his adversary.

On the 24th Lee personally drafted his general order and had it distributed,​13 for he was determined not to repeat the misunderstandings of Seven Pines by the issuance of verbal instructions to one commander, of which the co-operating officer might be ignorant. Unfortunately, in an effort to condense the language of the order, Lee did not make it altogether unambiguous. He said that A. P. Hill was to cross the Meadow Bridges as soon as the movements of Jackson and Branch were "discovered." Did this mean that Hill was to cross when he "discovered" that Jackson and Branch had started from their stations or when he "discovered" that they were opposite Meadow Bridge? Again, Lee said: "At 3 o'clock Thursday morning, 26th instant, General Jackson will advance on the road leading to Pole Green church, communicating his march to General Branch." Then he proceeded to explain the crossing of the divisions from the south side. Nothing more was said of Jackson until the order directed that D. H. Hill move to the support of Jackson. Then followed this language:

"The four divisions, keeping in communication with each other and moving en echelon on separate roads, if practicable, the left division in advance, with skirmishers and sharpshooters extending their front, will sweep down the Chickahominy and endeavor to drive the enemy from his position above New Bridge, General Jackson bearing well to his left, turning Beaver Dam Creek and taking the direction toward Cold Harbor."14

 p115  Was this plain? Would Jackson understand it? Was there danger of two interpretations?

Lee made the disposition of the artillery the subject of special instructions. Whiting had taken only two batteries with him to the valley.​15 The remainder of the artillery of Smith's former division was assigned to Magruder's division, raising his total to thirteen batteries. Lee did not detach any of this ordnance for the offensive, as Magruder had a long line to defend. Huger had six batteries. The reserve artillery of twenty-three batteries was placed under its chief, Brigadier-General Indicates a West Point graduate and gives his Class.W. N. Pendleton, to be used for three purposes, namely, (1) to deal with any emergency; (2) to defend the lines on the south side of the Chickahominy, and (3) to support the attack north of the river, as occasion might require. If none of this reserve artillery had to be sent to the north side, Lee would have 126 guns to hold off any Federal offensive south of the Chickahominy. The attacking divisions, which were not over-gunned, were to carry their regular artillery units with them into action.16

A major factor in the operations Lee projected in these orders was the character of the terrain. His field lay between the James and the Pamunkey with the Chickahominy roughly midway between them. All three of the rivers have a general course from northwest to southeast. The average distance from the Pamunkey to the Chickahominy, in this zone, is seven miles, and from the Chickahominy to the James nine miles. The country is flat, in the main, except where the watercourses cut their way. Rain is slow to run off. Along the streams, there are bluffs and wide valleys in some places, and at others the creeks run in narrow, deep ravines. The swamps that gained a sinister name in the campaign were then confined to the valley of the Chickahominy and to a few small creeks or rivulets that lost their way in flats overgrown with a tangle of small trees and bushes. The picture of vast, impassable swamps, with mighty cypress trees and tropical vegetation, was wholly imaginary. In dry weather, when the streams were low, infantry could pass through almost  p116  any part of the swamps and would only require a foot-bridge. In a wet season, the water filled the bottoms and mired the roads. Two-thirds of the country was wooded, and as the farms were comparatively small, there were scores of narrow roads amid which marching columns could easily lose their way. These roads, little known and poorly mapped, were to prove the chief obstacle to rapid advances and were to explain many things which, if they had occurred in an open country, would have to be written down as inexcusable failures.

Rain had fallen on the 23d and it continued on the 24th, but as the roads had previously dried out, and as the temperature was high,​17 there was nothing to indicate that the weather would hold up the movement. The only pressing duty that remained to be performed was to see that the six excellent North Carolina regiments of Ransom's brigade, then in Petersburg, were brought on to Richmond. Lee decided to employ them with Huger's division on the Williamsburg road, and he could safely assume that they would be in position early on the morning of June 25.18

The arrival of these troops gave Lee a total effective strength of about 67,000 men. Jackson would bring 18,500, including Whiting and Lawton, so that Lee hoped to open the battle with about 85,000 soldiers of all arms.​19 Of this number, Lee intended to employ some 56,000, cavalry included, against the Federal right flank north of the Chickahominy. It was a much larger force than, a month previously, it had seemed possible for the Confederates to gather in front of Richmond.

The organization of the army for the movement was to be as follows:


Cavalry (covering the left of the turning column).

J. E. B. Stuart — about 4 regiments, 1800 men.

Left (turning column).

T. J. Jackson's own division, 4 brigades.

 p117  R. S. Ewell's division, 3 brigades and the "Maryland Line."

W. H. C. Whiting's division, 2 brigades.

Total, 9 brigades, 9 batteries, 18,500 men.

Left Support

D. H. Hill's division, 5 brigades, 7 batteries, 9000 men.


A. P. Hill's division, 6 brigades, 9 batteries, 14,000 men.


James Longstreet's division, 6 brigades, 1 battalion of artillery, 9000 men.

J. B. Magruder's division, 6 brigades, 13 batteries, 12,000 men.
Benjamin Huger's division, 3 brigades, 6 batteries, 9000 men.
North: H. A. Wise's command, 3 regiments, 4 batteries, 1500 men.
T. H. H. Holmes's division, 3 brigades, 6 batteries, 6500 men.
W. N. Pendleton commanding, 23 batteries, 3000 men.
About 3½ regiments, on the Nine Mile road and the roads as far south as James River, 1200 men.​20

On the strength of his opponent, Lee had no definite information, though in May or early June he had estimated the Federal strength at 150,000 or more.​21 He was convinced, in any case, that McClellan's losses at Seven Pinesº had been made good, and that the Unionists heavily outnumbered him. He expected, however, to concentrate on the north side of the Chickahominy a  p118  force superior to that which the Union commander-in‑chief had left there.22

The 25th dawned with the rain still falling intermittently,​23 but not heavily enough to cause concern for the roads. It was to be a busy day, for Jackson was doubtless on the march, and the divisions of A. P. Hill, Longstreet, and D. H. Hill were to cook three days' rations preparatory to moving that night. Scarcely had routine camp duties been discharged than there came a development not on the schedule. The Federal artillery opened on a wide front, north and south of the Chickahominy. Soon word reached Lee that the Federals were attacking the pickets along the Williamsburg road and were driving them in. What did it mean? Had McClellan learned of the approach of Jackson? Was he launching an attack to spoil Lee's plan? The attack was on Huger's front, and he was not at his quarters. Worse still, the movement was directed, in part, against some of Ransom's troops who had arrived that morning and had never been under fire before.

Reassurance was given Lee later in the morning, with the indications that the Federals were seeking nothing more than to advance their picket-line beyond a no-man's land in the middle of a forest. But Lee was not wholly satisfied, and he rode over to the Williamsburg road to examine the situation for himself. By doing so, he missed a visit from President Davis. Once on the ground, he found, despite the inexperience of some of the units, that the men were fighting admirably. He did not think, however, that the affair had been well handled by the officers in command.24

This action raised a question: Should Lee execute his plan for a battle the next day, or should he await the development of the enemy's movement? Studying such information as he had, he concluded that McClellan was not attacking because he was aware of Jackson's advance, but that the Federal commander would certainly assume the offensive very shortly.​25 Ordering General Huger to hold his lines the next morning at any cost and to  p119  advance if possible, Lee let his plan for the offensive stand. It was an audacious decision, but it was based on the belief that the best way to avoid an attack was to deliver one.26

Toward evening, the charges and counter-charges on the Williamsburg road ended with the Confederate main line untouched. The artillery-fire, which had continued vigorously on the north side of the church, at length fell away.​27 The rain had ceased, too, and as the anxious people of Richmond looked out from the housetops, they saw a rainbow covering the camps of their defenders. It was an omen, the superstitious affirmed.​28 Yet there were many who had no faith in the omen or in the commander of the army. Critics were still to be found on every corner; those who had doubted Lee's qualities of command continued to murmur so dubiously that his admirers had to defend him. At that very hour, perhaps, the editor of The Richmond Enquirer was writing for his next day's paper an appeal for confidence in Lee. "Impatient critics," he said, "are still busy with comments upon a policy, the facts leading to which they do not know, and upon which, if they did, they could form no reliable opinion."29

Back through the fading rainbow, unmindful of critics, Lee returned to his headquarters. For part of the way he went over the road he and Davis had travelled that last night in May, not quite four weeks before, when the President had told him he wished him to assume command of the army. Then the fields and the highways had been full of the wounded, victims of a bungled battle that only the optimist could style a victory. Now, under the summer stars, in the meadows, the men were lighting their camp-fires, and the teamsters were feeding their horses in the knowledge that the cooking of three days' rations meant a new battle.​30 What could Lee have thought as he rode silently  p120  by, and heard the echo of the soldiers' banter, the music of their boyish laughter?

At the Dabbs house, the servants were packing the camp equipage and the office was ready to be abandoned, for, with the dawn, headquarters would be in the field, and none could say where sunset would find them on the morrow. Lee ate his supper, received the last reports, wrote a letter to President Davis, telling him of the affair on the Williamsburg road, questioned the staff once more about the movements of the troops that night, and then sought a few hours' sleep.

The eve of the great struggle for the possession of Richmond; the eve of the first battle Lee had ever directed under the Southern flag! Was everything prepared? Had he forgotten any essential? Would he have the advantage of surprise, or was the enemy at that hour preparing for him? The column that was to make the turning movement was strong enough; the force he would hurl against the enemy's right certainly outnumbered the Federal brigades north of the Chickahominy; the artillery was prudently apportioned; the attacking divisions were well-led; the general staff had done its work carefully; the wagon-train would not be long. If Magruder and Huger put up a bold front, they would be able to hold off the enemy until Lee's advance had passed New Bridge. Then, if the Federals attempted to drive into Richmond, he would recross the river and be on their heels, just as he had promised the President he would be.​31 But . . . was he expecting too much of inexperienced staff officers? The only maps that the engineers had prepared were little more than sketches; would they suffice; were they accurate? Were the roads so narrow and so numerous, in a tangled country, that they would confuse the commanders? Above all . . . was the plan understood? Was it subject to two interpretations in any particular? Was it over-complicated? It provided for the convergence on the heights of the Chickahominy of columns that were to approach by three routes, Jackson's turning column after a long march from the north, A. P. Hill across Meadow Bridges, Longstreet and D. H. Hill by way of Mechanicsville pike. Would they meet at the same time and on the appointed line, or . . . ?

 p121  It was getting late; the birds were beginning to stir; that low, continuous sound was the creaking of the complaining wagons on the road; that muffled pulsing, as regular as the beat of an untroubled heart, was the tramp of D. H. Hill's men on the way to their rendezvous. The day of battle had come!

The Author's Notes:

1 O. R., 12, part 2, pp649‑50; 1 Henderson, 392‑96; Dabney, 434 ff., Dabney in 2 B. & L., 349; N. A. Davis, 42‑43; F. M. Myers, 71; C. S. Anderson: "Train Running for the Confederacy," Locomotive Engineering, August, 1892, pp287, 289, October, 1892, p369. On his ride to Lee's headquarters, Jackson was attended by only one courier, Charles Harris (H. H. McGuire to Jed Hotchkiss, March 30, 1896, MS.McGuire Papers).

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2 This was Jackson's wife by his first marriage.

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3 D. H. Hill in B. and L., 347. In Land We Love, 2, 465, D. H. Hill gave an earlier account, wrongly stating that the conference opened at 10 A.M. R. A. Shotwell, in 1 Shotwell Papers, 233‑34, quoted Hill extensively as to the discussion at the council, but as his narrative was second-hand and recorded late, it is not used here.

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4 Marshall 84, stated that the council was held upstairs, but Longstreet and D. H. Hill both affirmed that it was in Lee's private office, which Long said was on the first floor.

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5 Sorrel,º 63‑64.

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6 It must not be understood, of course, that Lee stated the strategical considerations in this order.

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7 O. R., 11, part 2, p490; Marshall, 89.

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8 This is an important point. Marshall, op. cit., 89, said: "General Lee also told me that he did not anticipate a battle at Mechanicsville or Beaver Dam. He thought that Jackson's march turning Beaver Dam would lead to the immediate withdrawal of the force stationed there. . . ." R. E. Lee, Jr., op. cit., 415, quoted Lee as saying in 1870 that the fight at Mechanicsville was "unexpected." Cf. infra, p132, n44.

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9 Longstreet, 121‑22.

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10 Taylor's General Lee, 60‑62; Longstreet, loc. cit.; Marshall, 84‑85; B. and L., 347.

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11 Dabney, 431 ff., II O. R., 5, 899‑900.

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12 T. R. R. Cobb in 28 S. H. S. P., 293; McCabe, 122 and n.; Richmond Dispatch, July 9, 1862, p2, col. 1.

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13 Marshall, 86.

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14 O. R., 11, part 2, p499. The whole text of this important document appears as Appendix II-1.

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15 O. R., 11, part 3, p594.

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16 The distribution of the artillery is given in O. R., 11, part 2, pp483 ff. Lee mentioned in ibid., 490‑91, his instructions to Pendleton, who described them more fully in ibid., 553.

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17 Waldrop in 3 Richmond Howitzers, 40.

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18 O. R., 11, part 2, p791.

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19 There are, unfortunately, no complete returns for the Army of Northern Virginia as of June 20‑25. Taylor, in his Four Years, 53, estimated the number at 80,762; Alexander, op. cit., 112, put it at about 83,500; Henderson, op. cit., 2, 9, reckoned it at 86,500; D. H. Hill, Jr., op. cit., 2, 94, gave it as 86,152.

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20 Compiled from O. R., 11, part 1, pp483‑49. The cavalry is listed as 7 regiments, one battalion and three detachments from "Legions." The total did not exceed the equivalent of 7 regiments, about 3000 men.

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21 James Lyons in 7 S. H. S. P., 357.

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22 Actually, McClellan had 117,226 present on June 20, of whom 105,444 were equipped. The force of 10,101 at Fort Monroe is not included (O. R., 11, part 3, p238).

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23 Waldrop in 3 Richmond Howitzers, 40.

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24 Lee's Dispatches, 13.

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25 O. R., 11, part 2, p490.

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26 Lee's Dispatches, 12‑14. The dispatch to Davis, No. 4, is wrongly dated June 24. For this affair, known to the Confederates as the battle of King's Schoolhouse, see the reports in O. R., 11, part 2, pp95 ff., 787 ff., 804 ff.; H. W. Thomas: History of the Doles-Cook Brigade (cited hereafter as Thomas), 66‑68.

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27 O. R., 11, part 3, p252; Joel Cook, 295.

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28 De Leon, 204. This incident inspired John R. Thompson's poem "The Battle Rainbow."

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29 Richmond Enquirer, June 26, 1862, p2, col. 1.

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30 O. R., 11, part 2, pp623, 647, the latter report being one day wrong in its chronology.

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31 See supra, p106.

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