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HE question with General Burnside now was: I put my army into winter quarters, or shall I, with the means at my disposal, press the enemy, as the country expects, the President and General in Chief advise, and my own sense of duty enjoins upon me to do?" The decision to which he came was this: "I did not take command of this army simply to idle away another winter, but to do what I could to end the rebellion. The strength of this treasonable movement lies in the rebel army upon the other side of the Rappahannock. I must at least try to break it. If I fail, it will not be for the want of a vigorous effort. If I succeed, the only reward I ask is the consciousness of having performed my duty." He was now convinced that the Army of the Potomac and the army of Northern Virginia must again enter into conflict. The indolence of winter quarters was as distasteful to him as to the public. He determined to fight, not for the sake of winning glory if victorious, but because he felt that his duty to the cause and to the country demanded it. He immediately set about his preparations. In the course of the next three weeks, he had made himself and his command ready to deliver battle.

Where and how? It was clear that General Lee had no intention of assuming the offensive. He had been badly shattered by the unsuccessful invasion of Maryland and the battle of Antietam. He wished to recuperate his forces by giving them a winter's rest along the Rappahannock, and, for convenience of subsistence and supplies, on the line of the railroad between Fredericksburg and Richmond. He therefore brought

down his army from the upper waters and the mountains to the heights behind Fredericksburg, and occupied the country in the rear and below, reaching as far as Bowling Green in one direction and Port Royal in the other. The hills behind Fredericksburg were immediately selected as sites for defensive lines and were soon covered with earthworks, large and small redoubts. Rude works were also thrown up opposite the fords. The south bank of the river was picketed for a distance of fifteen and twenty miles. Guinney's station became the chief depot of supplies, and General Lee established his headquarters at Alsop's, about five miles distant from the river. The rebel army was preparing for a desperate resistance against any attempt to dislodge it from its position, or seize the road to Richmond.

General Lee had well chosen his position for defence. The country in the rear of the Rappahannock was admirably calculated for that kind of warfare, in which the enemy was most proficient. Like the banks of most American rivers, the land on either side rose in successive natural terraces, cut here and there by little streams making their way to the main channel. On the first of these, immediately upon the bank, but sufficiently high above the river level to escape the inundations of the spring freshets, lies the chief part of the city of Fredericksburg, regularly laid out, with the streets crossing each other at right angles. The plain which it occupies is about a mile and a half in length by a half mile in width. Two bridges once spanned the river, one belonging to the Richmond, Fredericksburg and Potomac Railroad Company, the other the continuation of the county road. The railroad bridge was a half mile below the public bridge. Both had been destroyed in the course of the war. The railroad, after crossing the river and passing through the town, follows down the bank for a distance of about three miles, and then turns southward towards Richmond. From the lower part of the town, a road runs out towards Port Royal. About two miles below Deep Run, another road strikes off from this to the right, crosses the

railroad and the Massaponax Creek, and thence makes connection with a road leading to Richmond. It has thus received the name of the "old Richmond road." In the neighborhood of a point about two miles from the river, where this road crosses the railroad, and near the edge' of the hills, is Captain Hamilton's estate, and the place is known as Hamilton's crossing. The county road, after crossing the river, is continued through the town under the name of Hanover Street, becomes a plank road, which climbs the hills, and, turning to the West, extends through Chancellorsville to Orange Court House.

Half a mile beyond the town, after ascending the gentle acclivity, a road diverges to the left turning southward and gradually reaching up the slope to the second terrace. A gentleman's house and grounds, comprising a very handsome estate, stand above this road near the northern extremity of the first fortified line of hills. This is "Marye's." These grounds are supported, where they come down to the road before spoken of, by a heavy bank-wall of stone. On the side of the road opposite the same and towards the town, is a similar wall in length nearly half a mile. This road, after leaving the plank road, winds along the edge of the second terrace with a gradual ascent, then crossing a small stream called Hazel Run, climbs the third terrace and extends into the country beyond, in a southerly or southwesterly direction. It is called the telegraph road. The lawn in front of the Marye mansion was crossed by a line of rifle pits, and in the southerly portion of the grounds was thrown up a small redoubt. Other rifle pits and small earth works were raised on the northerly and westerly side of the plank road.

Southeasterly from the telegraph road nearly parallel with the river and about two miles distant from it rises the second terrace. This is cut by Deep Run, which, after reaching the plain, makes a long curve towards the town and flows into the Rappahannock a mile below Hazel Run. One mile and a half below Deep Run, the Massaponax cuts the terrace, makes a

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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