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 extremitics of the curved line were established batterics-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

subordinates even to a fault, he believed that all around him were devoted with equal earnestness to the cause which claimed their fidelity, and relied upon their zealous coöperation in the contemplated strife.

To replace the command of General Franklin at Stafford Court House and vicinity, General Sigel was ordered down from Fairfax Court House. To occupy General Sigel's vacated position, General Slocum was ordered from Harper's Ferry, of which General Morell took charge. Finally all was ready. But meanwhile, General Lee had concentrated all his available. forces around his position in the rear of Fredericksburg. He seems to have suspected that General Burnside intended crossing at Port Royal, and accordingly sent General Jackson to that point with a large force, to act as circumstances might determine-either as an army of observation or to dispute the passage of the river. Indeed, a large, perhaps the larger portion of the enemy's forces was stationed at the threatened point. The plan of crossing at Port Royal was abandoned, while yet feints were kept up in that direction. Then General Burnside decided to adopt the bold plan of throwing his bridges across the river, a part immediately in front of Fredericksburg itself, and the remainder at a point two miles below, between Deep Run and Massaponax Creek. It was supposed that the main body of the enemy was in the vicinity of Port Royal, and that a rapid crossing immediately in front of our position, and a swift advance upon the heights would be a suc cessful surprise. There was another circumstance which doubtless had its weight. The town made an admirable tete de pont. It had a rebel population. It was rebel property. General Lee's batteries on the hills could not prevent the crossing of our troops without destroying the lives and property of the friends of his cause. He would naturally hesitate before committing such an act. But, on the other hand, the town would lie at our mercy. If the houses of Fredericksburg should become shelter for the enemy's infantry, which could alone oppose our passage of the river, our artillery

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was at hand to demolish them. The town, once occupied, afforded shelter to our own forces. For General Lee would still be restrained from destroying it by his reluctance to injure his friends. Moreover, it was hoped that our columns, after crossing, would move through the town and charge the enemy's position. General Burnside did not expect to meet with much difficulty or opposition in crossing the river. That was thought to be a comparatively easy task. The chief labor was to be performed after the passage of the river had been effected. There was one difficulty, however, which may not have been duly appreciated. It is possible that it had in it an element of great weakness for our troops. It consisted in the occupation of an abandoned town by a hostile a hostile army. The unoccupied houses and stores, many of which belonged to persons of considerable wealth, would offer opportunities for plunder too tempting to be missed. Here was an influence of demoralization which was not to be disregarded. The numerous camp followers that hung upon the skirts of the army, in several instances the soldiers themselves, would be exposed to a temptation which would make a proper measure of discipline exceedingly difficult. This may be thought a minor consideration. But upon matters of less moment have the most important movements sometimes hinged.

Beyond the town lay the slope up which the army was to march in order to reach the enemy's lines. Above the slope frowned the enemy's batteries. The main task was to carry those heights, bristling with bayonets and dark with cannon. It was a perilous undertaking. For the first time in its history, the Army of the Potomac was to "move on the enemy's works" for a determined assault. It had shown itself unequalled for defensive warfare. Could it successfully take the aggressive? The answer to that momentous question was soon to be given in fire and blood!