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Gen. Burnside having concentrated liis army at Fredericksburg, employed himself for several days in the latter part of November in bringing up from Aquia Creek all the pontoons he could for building the bridges which were necessary to throw his forces across the river. Several councils of war were called to decide about crossing the Rappahannock. It was finally determined to cross at Fredericksburg, under the impression that Gen. Lee had thrown a large portion of his force down the river and elsewhere, thus weakening his defences in front.

On the night of the 10th December the enemy commenced to throw three bridges over the Rappahannock—two at Fredericksburg, and the third about a ' mile and a quarter below, near the mouth of Deep Run. In the prosecution of this work, the enemy was defended by his artillery on the hills of Stafford, which completely commanded the plain on which Fredericksburg stands. The narrowness of the Rappahannock, its winding course, and deep bed, afforded opportunity for the construction of bridges at points beyond the reach of our artillery, and th? banks had to be watched by skirmishers. The houses of Fredericksburg afforded a cover for the skirmishers at the bridges opposite the town, but at the lowest point of crossing no shelter could be had.

The 17th Mississippi regiment, Barksdale's brigade, being on picket within the town, were ordered to the bluff overlooking tho site of the old railroad bridge. The moon was brilliant, and by its light our men could distinguish the enemy's forces working on a pontoon bridge stretching from the Stafford bank towards the foot of the bluff. In the course of an hour the bridge had been stretched within sixty yards of the southern shore. The work wTas going bravely on, when the two companies of the 17th, who were lying on the extreme verge of the bluff, were ordered to fire. The order* was deliberately given and executed. At the crack of our rifles, the bridge-builders scampered for the shore; but the next moment there was opened upon the bluff a terrific fire of shell, grape and musketry, which was kept up until our troops retired. Twice again, at intervals of half an hour, the enemy renewed the attempt to complete the bridge, but was in each instance repulsed. After the third repulse of the enemy, the whole of Barksdale's brigade was ordered to the support of the 17t'h regiment, and were put into position, some in the rear of the bluff and others higher upland lower down the stream. At this juncture the enemy's fire from cannon and small arms became so tremendous and overwhelming that our troops were only preserved from destruction by lying flat on their faces. In every instance in which a man ventured to raise his head from the earth, he was instantly riddled by bullets of torn to pieces by grapeshot. The emergency may be understood whea it is borne in mind that the position occupied by our men was swept by the enemy's batteries and sharpshooters not two hundred yards distant on the opposite heights.

Towards five o'clock in the afternoon of the 11th December, three rousing cheers from the river bank beneath the bluff announced that the enemy had completed the bridge, and that his troops had effected a landing on the southern bank. About this time the order for a retreat was received by our men. The regiments of the brigade fell back by different streets, firing as they retreated upon the enemy, who closely followed them. The brigade rendezvoused at the market-house and faced the enemy. A sharp skirmish ensued, but our troops, acting under orders, again fell back and left the town in possession of the enemy.

It having become evident to Gen. Lee that no effectual opposition could be offered to the construction of the bridges or passage of the river, it only remained that positions should be selected to oppose the enemy's advance after crossing. Under cover of the darkness of the night of the 12th and of a dense fog, a large force passed the river, and took position on the right bank, protected by their heavy guns on the left.

The effects of the enemy's bombardment upon the unfortunate town were deplorable. The majority of the population had long ago fled the city at the prospect of its destruction; and the touching spectacles of their misery and suffering were seen for miles around the city, where houseless women and children were camped out or roaming shelterless and hungry through the fields. A number of citizens who had returned to the town under the delusion that it would not be attacked, left it during the day the enemy crossed the river, single or in families, and sought for refuge and safety in the country. They were scattered about—some in cabins, some in the open air, and others wandering vacantly along the railroads. Little children with blue feet trod painfully the frozen ground, and those whom they followed knew as little as themselves where to seek food and shelter. Hundreds of ladies wandered homeless over the frozen highway, with bare feet and thin clothing, knowing not where to find a place of refuge. Delicately nurtured girls, with slender forms, upon which no rain had ever beat, which no wind had ever visited too roughly,.walked hurriedly, Avith unsteady feet, upon the road, seeking only some place where they could shelter themselves. Whole families sought sheds by the wayside, or made roofs of fence-rails and straw, knowing not whither to fly, or to what friend to have recourse. This was the result of the enemy's bombardment. Night had settled down, and though the roar of the batteries had hushed, the flames of burning houses still lit up the landscape.

The sun of the loth of December rose clear, but a dim fog shrouded the town of Fredericksburg and the circumjacent valleys, and delayed the opening of the antagonistic batteries. At two o'clock in the morning our troops were all under arms, and batteries in position to receive the expected attack of the enemy.

The Rappahannock, in its course from west to east, is skirted, just at the point where Fredericksburg stands on its southern bank, by low crests of hills, which on the northern bank run parallel and close to the river, and on the southern bank trend backward from the stream, and leave a semi-circular plain six miles in length and two or three in depth, enclosed within their circumference before they again approach the river in the neighborhood of Massaponax creek. Immediately above the town, and on the left of the Confederate position, the bluffs are bold and bare of trees; but south of the railroad, "beginning near the town and running to a point at Hamilton's Crossing, and also parallel with the river, is a range of hills covered with dense oak forest fringed on its northern border by pine thickets. Our forces occupied the whole length of this forest. Longstreet's corps occupied the highlands above, opposite and for a mile below the town. Jackson's corps rested on Longstreet's right, and extended away to the eastward, the extreme right under A. P. Hill crossing the railroad at Hamilton's crossing, and stretching into the valley towards the river. Our front was about six miles in length. Most of the batteries of both corps were posted in the skirts of the forest, along the line of the railroad, the seven batteries in Colonel Lindsey Walker's regiment and Stuart's horse artillery being stationed in the valley, between the railroad at Hamilton's Crossing and the river. The enemy's forces occupied the valley north of the railroad from Fredericksburg to within half a mile of our extreme right. His light batteries were posted over the southern extremity of the valley, at from a quarter of a mile to a mile from the railroad, while the hills on the northern banks of the river from Falmouth to Fitzhugh's farm, five miles below Fredericksburg, were studded at intervals of half a mile with his batteries of heavy guns.

At noon the fog had cleared away, but there was a thick haze in the atmosphere. About this time the enemy's infantry moved forward from the river towards our batteries on the hills. As they pressed forward .across the valley, Stuart's horse artillery from our extreme right opened upon them a destructive enfilading fire of round shot. This fire, which annoyed them sorely, wTas kept up in spite of six batteries which w7ere directed against the horse artillery as soon as it was- un^ masked. By one o'clock the Yankee columns had crossed the valley and entered the woods south of the railroad. The batteries on both sides slackened their fire, and musketry, at first scattering, but quickly increasing to a crash and roar, sounded through the woods. Dense volumes of smoke rose above the trees, and volley succeeded volley, sometimes so rapidly as to blend into a prolonged and continuous roar. A. P. Hill's division sustained the first shock of battle. The rest of Jackson's corps were in different lines of reserves. D. IL Hill's division was drawn up in J. L. Marye's field, under a long hill, in rear of our line of battle. Here they remained during the most of the day, being moved from time to time to the right or left, as the exigencies of battle dictated. Shortly after the infantry fight began, a brigade of this division was moved at a double-quick a mile and a half to the right, and posted in a dense clump of pines in supporting distance of Stuart's horse artillery. In ten minutes they were brought back to their original position. The celerity of this movement made a singular and exciting spectacle. -A long black line shoots from the position of the reserves, crosses the railroad at Hamilton's station, skims across the valley, and in a few moments is lost in the pines nearly two miles away. After scarcely a breathing spell, the same line emerges from the pines and retraces its steps to its original position. As this brigade resumed its position in reserve, the fire of musketry directly in its front slackened. A few crackling shots were heard to our left, along Longstreet's division, and then a succession of volleys, which were kept up at intervals during the remainder of the evening. The musketry fire on our right was soon renewed, and the battle raged with increased fury. Our batteries along our whole front again re-opened, and Col. Walker's artillery regiment, composed of Latham's, Letcher's, Braxton's, Pegram's, Crenshaw's, Johnson's and Mcintosh's batteries, stationed in the open low grounds to the east of the railroad at Hamilton's station, moved forward several hundred yards in the -direction of Fredericksburg. Hill's and Early's troops

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