Col. Edward Goodwin, Thirty-fifth Alabama Infantry.
May 28, 1863.

CAPTAIN: In accordance with an order from brigade headquarters, I most respectfully beg leave to submit the following as a report of the operations of the Thirty-fifth Regiment Alabama Volunteers on the night of May 15; also on May 16:

At deep dusk on the evening of the 15th instant, I received an order directly from General Buford in person to report with my command to the headquarters of Major-General Loring, which were established about 1 mile in advance of the division, on the upper Edwards Depot and Raymond road. General Loring ordered me to move the regiment about 1 mile in advance of his quarters, and to picket the road at the point which his engineer should select. On reaching this point, I detailed Company F to picket several hundred yards in advance of the regiment, and from this place I threw out vedettes, giving to each the instructions I had received from the generals. The Twenty-second Mississippi Regiment, Lieutenant-Colonel [H. J.] Reid commanding, was sent out to support me. During the night an occasional gun was fired by the cavalry pickets of each army.

In the morning of May 16, the skirmishing between our cavalry pickets and that of the enemy became very brisk. About 7 o'clock I rode to the front, both with a view to confer with Colonel [Wirt] Adams, and, if possible, to ascertain the strength of the foe. The Federal cavalry were drawn up in an open field, at intervals of 40 or 50 yards, and were slowly advancing, driving in our vedettes. Behind this cavalry I discovered a long battle-line of infantry, and I also discovered that they were moving their skirmishers to the right. I hastened back to my regiment, and prepared to contest every inch of ground with them back to our army. I had scarcely formed my line of battle before the enemy began to shell me from a battery which he had planted a short distance to my right. Notwithstanding the shell burst over and about my command in every direction, yet they stood firm, ready to meet the advancing foe. From this shelling the Twenty-second Mississippi had 2 men very severely wounded. I threw out a company of skirmishers (Company B), who soon engaged the Federal sharpshooters. About 8.30 o'clock I received an order from General Loring to fall back in good order to the main army. I then fell back till I came to Colonel Reid's regiment. Being the senior officer, I ordered Colonel Reid to fall back 100 yards and reform his line of battle. I reformed upon the ground he left. Company B, Thirty-fifth Alabama Regiment, and a company from the Twenty-second, which I had ordered to be sent to the support of my company, were engaging the enemy vigorously. Knowing that they were trying to outflank me, I kept vedettes on my flank. I thus continued my retreat slowly until I received a second order from General Loring to bring the regiments in immediately. I then promptly rejoined the brigade.

On being moved from the right to the left of our general line of battle in the afternoon, as the brigade was passing near the negro cabins, General Bowen rode up to me, inquiring of me what regiment that was. I told him, whereupon he ordered me to follow him. Placing me under the guidance of an aide, who conducted me directly to the front 100 yards, I was ordered to move straight forward until I met the foe. Pausing long enough to fix bayonets, I moved in the direction indicated by General Bowen's aide until I came up with General [M. E.] Green, who ordered me to move to the right to the support of the First Missouri Battery, which was in great danger. This I did promptly, forming in the rear of the battery. The battery men, being reassured by the appearance of the regiment, rushed with enthusiasm to their guns, and for an hour worked them with a celerity and a daring that I believe never has been surpassed during this war. The enemy poured volley after volley of shot, shell, grape, and canister upon us, but owing to a fortunate position I lost only 1 man (Lieut. George C. Hubbard), who, being on a visit to the regiment, was assigned to temporary duty as first lieutenant in Company F, by request of the captain. The enemy being driven off, the battery retired from the field, having exhausted its ammunition. Just as the battery drove off, the enemy had moved around to the left, and were giving me an enfilading fire. I therefore changed my front to meet him, in the mean time sending a courier to General Green for further orders.

At this time our friends gave way and came rushing to the rear panic-stricken. I rushed to the front, and ordered them to halt, but they heeded neither my orders nor those of their commanders. I brought my regiment to the charge bayonets, but even this could not check them in their flight. The colors of three regiments passed through the Thirty-fifth. Both my officers and my men, undismayed, united with me in trying to cause them to rally. We collared them, begged them, and abused them in vain. At length I received orders from General Green to follow the battery. I accordingly moved out in rear of the Twelfth Louisiana, and at my urgent solicitation was permitted to rejoin the brigade.

Hoping this report may prove satisfactory to the general, I am, very respectfully,

Colonel Thirty-fifth Regiment Alabama Volunteers.

Assistant Adjutant-General.

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