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long curve in the opposite direction-thus producing between the two streams a large and nearly level ellipse-and flows into the Rappahannock four miles below. The plain which is formed by the first terrace is about six miles in length from the upper part of the town to the Massaponax and varies in breadth from one to two miles. It slopes nearly up to the edge of the second terrace with almost the gentle incline of the glacis of a fortress, except that it is broken here and there by low ridges, shallow ravines and garden fences. The part of the plain above Fredericksburg is cut by a canal, which runs from the dam at Falmouth to a point within the upper portion of the town. A few houses are scattered over the plain. The second terrace was crowned with earth works and rifle pits, which were armed with field artillery and a few heavy guns. The natural position was very strong and could be defended by a resolute force against double its number. Beyond the second terrace rose a third of a character similar to the other but of much smaller dimensions. The third crest was fortified to some extent but by no means so strongly as the second. Upon the two lines of defence there were twelve or fifteen large and small works, lunettes and redoubts. These were of hasty construction but of sufficient strength to give great confidence to troops stationed behind them. In the rear of the first line of works, from the old Richmond road to the telegraph road, the enemy had cut another road, beginning near Hamilton's crossing, connecting his right with his left and affording easy communication between the two wings.

Above Fredericksburg the range of hills which General Lee had fortified subsides as it approaches the river, and four or five miles further up the country becomes less broken. But beyond that is an extensive tract of forest land-the Wilderness. Into this country a way is opened by means of two fords, Banks', about five miles, and United States ford, about ten miles distant from Fredericksburg. A mile above the latter ford the Rapidan empties into the Rappahannock. A mile beyond this debouche is Richards' ford crossing the Rappahan

nock, and four miles above, crossing the Rapidan, is Ely's ford. The road from Richards' to Ely's ford may be taken as the base of a triangle, the two sides of which are formed by the two rivers. These fords were strongly guarded by the enemy. Twelve miles above Richards', and twenty-four miles from Fredericksburg is Kelly's ford across the Rappahannock, and four miles above Ely's across the Rapidan at Germania mills is still another good ford. But these two latter points were considered by General Burnside as too far from Falmouth to make a successful demonstration against the enemy's line in that direction. Moreover, none of these fords were at that time practicable for crossing a large force without pontons.

Below Fredericksburg the Rappahannock gradually widens and the country on the right bank is comparatively open. But the river deepens as it widens, and is indeed navigable for steamers and other vessels of light draught within a mile or two of Fredericksburg. A crossing at any point below Falmouth must be made by means of pontons. Just above Falmouth, a dam is built across the river at the head of tide-water, and immediately below the dam the deep water commences. Eighteen miles below Fredericksburg are two towns, Port Royal on the right and Port Conway on the left bank of the river. A few miles above Port Royal the river makes a decided bend to the north and east, then turning south again, forms a peninsula bearing the name of Skinker's Neck. The gunboats of the Potomac flotilla could easily reach that point. Thence to Bowling Green, fifteen miles distant, is a good road. If a successful crossing could be made in the neighborhood of Port Royal, the rear of the rebel line would be threatened and the works at Fredericksburg would be almost valueless. Here then was an important point. General Burnside turned his attention to it and gave it a careful examination. Compared with the other points which were considered, it seemed as though Skinker's Neck or Port Royal would he a better point for turning the enemy's position than any point above. General Burnside thought that a crossing at Skinker's Neck

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might be made, and accordingly decided so to dispose his forces as to seize Port Royal, if possible, with the purpose of turning the enemy's right without hazarding his own communications. General Franklin, who had been stationed at Stafford Court House, was ordered to move his command down the river within convenient distance of Port Conway. A portion of the Potomac flotilla under command of Lieutenant Edward P. McCrea proceeded up the Rappahannock and took a position in the river between Liberty Hill and Port Royal. On the 1st of December, our lines extended from King George Court House to Stafford Court House, thence with guards upon the road to Alexandria. General Sigel with one corps was at Fairfax Court House and vicinity. General Slocum was in command at Harper's Ferry; General Morell commanded the defences of the Upper Potomac.

Upon this side of the Rappahannock the topographical features of the country differ but little from those upon the south bank. Opposite the plain upon which lies the city of Fredericksburg is another plain, very similar to the first though somewhat more limited in extent. From the river bank extends the first terrace, crescent-shaped and sloping gently upwards to the crest of the second plateau. This plateau commences at Falmouth a short distance from the bank, and sweeps around in an elliptical curve, broken about the centre by the railroad that runs up from Aquia Creek, and striking the river bank again nearly opposite the mouth of Deep Run, two and a half or three miles below Falmouth. Upon the two extremities of the curved line were established batteries-that at Falmouth known as Pettit's, that below as Tyler's. About midway between them upon the lower terrace, somewhat nearer to Falmouth than to Tyler's and not far from the river, stood the Lacy House, an old mansion surrounded by all the appurtenances of a wealthy Virginia planter. At a point about two thirds of the distance below Falmouth upon the edge of the upper plateau stood the Phillips House, a beautiful and costly mansion elaborately decorated and richly furnished. It was

distant from the river about three quarters of a mile. It was occupied for the permanent headquarters of General Sumner, and became the headquarters of General Burnside on the day of the battle. It commanded an entirely unobstructed view of the town of Fredericksburg and all its environs, and it dominated the first and second terraces upon the opposite side of the river. This point was also the central signal station of the army during its encampment in the vicinity.

In times of peace the prospect from the Phillips mansion must have been remarkably charming and delightful. The green slopes, the fields of yellow grain, the distant hills, the rich forests and the widening river must have presented a landscape of rare beauty. The two houses were doubtless the abodes of generous hospitality. The rooms were filled with smiling faces and graceful forms and the roofs rang with merry laughter. But all this was now changed. The smiling landscape had become a waste, desolated by the ravages of war. The turf was trampled by the careless feet of man and beast, the lawns and hillsides were broken by rifle pits and redoubts, the forests were fast losing their pride and glory, the fields were bare. The mansions, occupied only in part or wholly abandoned by their owners, were converted into officers' quarters, in which the refinements of life were hardly expected to have a prominent place. The cruel hand of war was reaping an abundant harvest of devastation, destruction and death.

Beyond the second terrace the land stretched back to Aquia Creek in an undulating plain broken by occasional hills, some of which were heavily wooded, and produced an agreeable diversity in the landscape. This plain was divided into two nearly equal parts by Potomac Creek, which, flowing through a deep ravine, emptied into the Potomac at Belle Plain. This creek was spanned by a bridge, that for strength, rapidity in its construction, and its adaptability to the uses for which it was built was a miracle of engineering. The first bridge built by the Government during the war was constructed in May, 1862, while General McDowell occupied Fredericksburg. It was

composed chiefly of round logs, and the legs of the trestles were braced with round poles. It was in four stories, three of trestle and one of crib-work. Its total height from the bed of the stream to the rail was nearly eighty feet. Its length was about four hundred feet. It bore daily from ten to twenty trains loaded with supplies, and successfully withstood several freshets. It contained more than two million feet of lumber and was constructed in nine days by the soldiers under the superintendence of General Herman Haupt, chief of railroad construction and transportation. This bridge was destroyed or dismantled upon the evacuation of this section by General Burnside in August, 1862. It was again built substantially in the same manner, and after the same plan, in six days after General Haupt for the second time commenced work upon it, on the 18th of November.

The month of November had passed in cold and storm. December at its first coming had brought no more genial weather. Ice began to appear in the Potomac, in Aquia Creek and in the Rappahannock. Affairs began to look doubtful for any movement for several months to come. The gunboats in the Rappahannock were even in danger of being caught and frozen up. Still General Burnside continued his preparations, carefully keeping his secret, and looking forward hopefully to the future. As December went on, the weather moderated. The ice disappeared. More genial suns shone down upon the hostile camps. An Indian Summer took the place of Winter, and it seemed as though October had returned. With the advent of a milder temperature fogs began to prevail. They crept up the river in the afternoon and retired most reluctantly before the morning's sun. This circumstance was both favorable and unfavorable. For while it concealed our movements from the enemy, it also threatened to become the occasion of considerable. confusion among our own troops when they should be brought into action. Through all, General Burnside ventured to hope for success in the conflict which he was determined to hazard. Earnest himself in the discharge of his duty and trustful of his

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