Report of Brig. Gen. Thomas Ewing, jr., U. S. Army,
Commanding District of Saint Louis.
AUGUST 29-DECEMBER 2, 1864
Price's Missouri Expedition.

HEADQUARTERS SAINT LOUIS DISTRICT,
Saint Louis, October 20, 1864.

Col. J. V. DU BOIS,
Chief of Staff, Headquarters Dept. of the Missouri

        SIR: I have the honor to report that on the night of the 24th of September the major-general commanding, having learned that Price's army had entered the department by way of Poplar Bluffs and Bloomfield, ordered me to take a brigade of the Second Division, Sixteenth Army Corps, which was then at Jefferson Barracks, and patrol and garrison the Iron Mountain Railroad, reporting to Maj. Gen. A. J. Smith, who was to follow next day with the other brigades of the division. At De Soto, leaving the rest of the brigade to await further orders from General Smith, I went on with the Fourteenth Iowa Infantry, strengthening the garrisons at all the bridges and making temporary headquarters at Mineral Point. From each station where there <ar83_446> was cavalry I sent scouting parties east and south, which returned by Monday morning, reporting no enemy north of Fredericktown. They brought, however, apparently credible rumors that Price was at Fredericktown with all his army. At 10 Monday morning I took Companies B, C, D, E, and H, Fourteenth Iowa Infantry, under Captain Campbell, and went to Pitot Knob. Maj. James Wilson, Third Missouri State Militia Cavalry, then commanded the Third Sub-District of this district, with headquarters at that post. He had under orders withdrawn his outposts from Patterson, Centreville, Fredericktown, and Farmington, and collected at Pilot Knob all the available force of his sub-district, except bridge guards. The force there present consisted of Companies A, F, E, G, H, and I, Forty-seventh Missouri Infantry, and Captain Lindsay's company, Fiftieth Missouri Infantry, which were raw troops, with an aggregate of 489 officers and men for duty, and Companies A, C, D, H, I, and K, Third Missouri State Militia Cavalry; Company L, Second Missouri State Militia Cavalry; Company G, First Missouri State Militia Infantry, and Captain Montgomery's battery, which, with the detachment of the Fourteenth Iowa, made an aggregate of old troops for duty of 562. My instructions from Major-General Rosecrans were to have Major Wilson endeavor to hold Pilot Knob against any mere detachment of the enemy, but to evacuate if Price's main army should move against it. The village of Pilot Knob, which is the terminus of the railroad and the depot for supply of the lower outposts, is eighty-six miles south of Saint Louis. It lies in a plain of about 1,000 acres, encircled by Cedar and Rock Mountains on the north, Pilot Knob on the east, and Shepherd's Mountain, stretching around the valley, on the south and west. Each hill is from 500 to 600 feet in height, and rises abruptly from the valley, with the sides toward it covered with rocks, gnarled oaks, and undergrowth. The southern and western slopes of Shepherd's Mountain are accessible, and several roads lead over them to "the coalings" on its summit. Stout's Creek flows along the base of Shepherd's Mountain and through a gap between it and Pilot Knob into a larger valley of several thousands of acres, encircled by a chain of hills, in the northern end of which and about a mile from the town of Pilot Knob is the flourishing village of Ironton. Through this gap runs the road from Pilot Knob to Fredericktown, passing out of the larger valley by the "Shut-in," a gap four miles southeast of Pilot Knob. The two valleys are called Arcadia.
        Fort Davidson is a hexagonal work, mounting four 32-pounder siege guns and three 24-pounder howitzers
en barbette. It lies about 300 yards from the base of the knob and 1,000 from the gap. From the fort to the remotest summit of these hills visible from it is not over 1,200 yards, while all parts of the hill-sides toward the fort, except the west end of Shepherd's Mountain, are in musket-range. The fort was always conceded to be indefensible against any large army having serviceable artillery. Early last summer I sent competent engineers to select another site, but such are the difficulties of the position no practicable place could be found any more defensible. I therefore had the roads leading up the hills obstructed, cleared the nearest hill-sides of timber, and put the fort in a thorough state of defense by deepening the ditches, strengthening the parapet, and adding two rifle-pits leading north and south, commanding the best approaches. On reaching Pilot Knob at noon of Monday, September 26, I found scouting parties had been sent the night before on all the main roads, but that the party sent toward Fredericktown had returned after going but six or eight miles. I forthwith sent two companies to make a thorough reconnaissance toward Fredericktown, and a small scouting party under Captain Powers to cross the roads leading from the south to that place, and learn of the loyal people on them as much as possible as to the force of the enemy. Both commands met Price's advance in Arcadia Valley, near Shut-in Gap, and were forced back into the town of Ironton, where, with Captain Dinger's company, Forty- seventh Missouri, then on duty there, they made a stand. I re-enforced them with the detachment of the Fourteenth Iowa, Captain Campbell commanding, and a section of Montgomery's battery, Lieutenant Simonton commanding, and all my available cavalry, placing the whole under command of Major Wilson, with orders to drive the enemy, if possible, through Shut-in Gap. He drove them to the gap, but was unable to hold them there, and was being forced back gradually when night and a rain-storm suspended the engagement. By midnight it was evident that the enemy were in strong force, as their column could be heard coming into the valley in steady procession, and their encampment grew extensive. We still did not know positively that Price's main army was there, though all our information was decidedly to that effect. But the advantages of delaying the enemy two or three days in his march northward and of making a stubborn fight before retreating were so great, even though the defense should be unsuccessful and much of the garrison be lost, that I resolved to stand fast and take the chances. I immediately forwarded up the railroad all the quartermaster and commissary stores not needed in the fort, and all the rolling-stock, and started the quartermaster's wagons empty. Details were set at work constructing in the fort six platformed barbettes for the field artillery, four pieces of which were taken into it. Lieut. David Murphy, Forty-seventh Missouri Volunteers, a most gallant officer and experienced artillerist, was assigned to duty on my staff as aide- de- camp and given general control of the artillery. Major-General Smith, whose immediate command was at De Soto and Mineral Point, was kept fully advised by telegraph of my information, movements, and purposes, until 11 o'clock Tuesday forenoon, when the line went down.
        At daylight Tuesday the enemy forced Wilson back through Arcadia Valley to the gap between Shepherd's Mountain and Pilot Knob. While they were trying to force the gap I ordered the detachment of the Fourteenth Iowa to take position on the east end of Shepherd's Mountain, and ordered Wilson to fall back with his cavalry along the side of Pilot Knob, thus commanding the gap from both sides and opening a clear range from the fort. Wilson soon sent me word that the enemy were displaying a flag of truce. I knew it was a trick to effect a safe passage of the gap while parleying about a surrender, and therefore ordered him to renew the fight at once. A long and obstinate struggle followed in which the enemy lost considerably in an unsuccessful effort to pass the defile. During an hour of comparative quiet which followed they threw a force around Shepherd's Mountain and approached from the west, but that approach was too greatly exposed and they were driven from it by our artillery, aided by two companies of skirmishers. An hour more and my troops were summarily ejected from the points commanding the gap, the enemy following them along the hill-sides in strong force. When they had well advanced we opened on them with all our guns and drove them back in disorder and with heavy loss. We retook the gap, were again forced from it, and again with artillery drove them from the hill-sides. They got two pieces in position on the east end of Shepherd's Mountain commanding a part of the side of Pilot Knob, which being equally commanded from the fort became neutral ground. <ar83_448> We still held with skirmishers the sides of Shepherd's Mountain except the gap, and the side of Pilot Knob not raked by their artillery. After an hour of lull, lines of the enemy were seen at exposed points on the summits of the two hills moving down; and almost before we could open fire on them another white flag was raised on a rock near the summit of Shepherd's Mountain where a group of officers had been taking observations under shelter. With the opening of a brisk cannonade on the group the flag was hauled down. The design was plainly to suspend the firing so that their forces might approach to the assault in safety. I now ordered into the fort the section of artillery operating outside, but the horses stampeded and could not be got in. The section remained under cover of our fire, however, and was brought in before dark. Here the enemy opened on us with two guns from the summit of Shepherd's Mountain at about 800 yards, and two from the side at a less distance. The guns were well covered and we could not silence them, the two nearest getting and keeping our range exactly. The division on Shepherd's Mountain was Marmaduke's, which, on the withdrawal of the white flag and the opening of their artillery, moved rapidly down to the assault, his line greatly broken by the rugged and steep descent, and by our fire, which told with marked effect upon them. On reaching the plain the most of the assaulting force took cover in the deep bed of the creek, from which they opened and kept up an incessant fire. About 100 ventured on to the assault but fell or were driven back before they reached the ditch. Almost simultaneously with the movement of Marmaduke's division, that of General Fagan moved over Pilot Knob in stronger force, and less disturbed by our fire sweeping back in disorder or cutting off our companies which held the town and part of the mountain sides. His lines were greatly broken by the houses and fences of the skirt of the town, but were hastily reformed by him and by General Cabell, who led the assault, and swept upon the plain in handsome style, yelling and on the double-quick. We opened on them when at 600 yards from the fort with musketry from the ramparts and from the long line of the north rifle-pits, and with canister from seven pieces of artillery. They rushed on most gallantly, but were broken, confused, and swept down by our rapid and well-directed fire until the advance reached the ditch, when the attacking forces fled in dismay, leaving apparently almost half their comrades dead or wounded on the plain. Pending the assaults the enemy threw a large cavalry force around the west end of Shepherd's Mountain to occupy the road north of us to Mineral Point. As they moved along the base of Cedar Mountain just after the last assault was repulsed, a sortie was made from the north ditch by which they were routed and lost considerably. A half hour of ineffective musketry and artillery firing ended the engagement with the approach of night.
        An examination of prisoners that evening convinced me that Price was there with about 12,000 men and ten pieces of artillery, Shelby's division with eight pieces having gone from Fredericktown to Farmington. I had found myself unable with my force intact to hold the mountain sides so as to prevent his planting artillery there. My command was now reduced one-fourth in effective strength, as I had lost 75 killed and wounded and in our possession, and double that number missing. I knew that the next morning the enemy having possession of the mountain tops and sides would place all his artillery in position to command the fort, which would make it certainly untenable. That morning, at the time when telegraphic communication ended, two infantry regiments of Major-General Smith's command were at Mineral Point, twenty-three miles north of us, and four miles east of Potosi. I thought they were probably there still and that by getting a good start we could effect a junction with them and fall back or stand as the movement and force of the enemy might permit. I therefore determined to evacuate that night. The chief danger was that the preparations for the retreat might be observed and the garrison cut to pieces or captured in the confusion incident to the exit. The works of the iron company at the north base of Pilot Knob had been fired by the enemy and the immense pile of charcoal adjacent to the works glowed and flamed all night, making the valley as light as noonday. Moreover, I learned Colonel Slay-back's command held the Mineral Point road just north of the town, leaving the Potosi road the only exit not certainly in the possession of the enemy. But, with all its dangers, the policy of retreat was clearly best, and preparations for it began at midnight. I had Colonel Fletcher arrange for having the magazine (which was large and filled with every variety of ammunition) blown up in two hours after we left, or as soon as our exit should be discovered by the enemy. We took possession of the town and valley and drove from them all straggling rebels. The garrison was then aroused, knapsacks packed, haversacks, and cartridge-boxes well supplied and everything destructible, which we could not take away and the enemy might use, placed near or on the magazine. At 3 o'clock Colonel Fletcher silently led the infantry out of the sally port around the ditch, and through the north rifle.pit, forming them under cover of a deep shadow at the end of the pit. The drawbridge was then covered with tents to muffle the sound, and the cavalry and battery marching out formed column with the infantry and took a by-way to the Potosi road. We left Slayback's camp on our right and another rebel camp near the road on our left, both unapprised of our movement. The body of the rebel army was at Ironton and thinking us sufficiently hemmed in were busy making fascines and scaling ladders for an assault in the morning. They even failed to take the hint when the magazine, an hour before daylight, shook the hills with its explosion. At sunrise I started Captain Hills, Tenth Kansas, acting aide-de-camp, with ten men to Mineral Point to acquaint the command there of my approach and request it to march and join me. On starting, they, with our advance, fell upon about twenty-five rebels in the town of Caledonia and routed them, killing one. We then learned that our forces had fallen back from Mineral Point and that Shelby had taken Potosi the evening before, and I therefore at once left the Potosi road and took that through Webster toward Rolla.
        I afterward learned that after his repulse Tuesday Price ordered Shelby's division down from Potosi to Pilot Knob, to take part in a second attack, and that the squad we routed at Caledonia was Shelby's advance. He waited several hours with his division to give us battle two miles north of Caledonia, thus giving us a good start on the Webster road before pursuing. Marmaduke's division left Pilot Knob at 8 that morning to overtake us and joined Shelby in the pursuit at Caledonia. At sundown we reached Webster, thirty-one miles from Pilot Knob, and rested until midnight. From information received there I determined to go to Harrison, Leasburg, on the southwest branch of the Pacific Railroad, because part of Colonel Warmoth's militia regiment was there, but especially because the road to Rolla was one on which we could be easily surrounded by a superior cavalry force, while that to Harrison led nearly all the way along a sharp spur of the Ozark range, separating the waters of the Huzza and the Courtois, and through the gorge of the Huzza, walled in with untraversable cliffs, to Rolla was fifty-five miles, to Harrison thirty-five. I here sent Captain Hills, with ten men in advance, to Franklin with instructions to telegraph thence to the major-general commanding at Saint Louis and to General McNeil at Rolla of our movements and to arrange means for securing our safe and speedy withdrawal from Harrison to Rolla or Saint Louis.
        The night was intensely dark and stormy and we groped our way with great effort and little progress. We had just reached the ridge at 8 Thursday morning, when the enemy charged on our rear guard and drove it upon the column. I placed the detachment of the Fourteenth Iowa Infantry, Company H, Forty-seventh Missouri, Companies C, D, and K, Third Missouri State Militia Cavalry, and Lieutenant Smiley's section of artillery, in the rear, all under the command of Major Williams, Tenth Kansas, acting aide-de-camp, and; with occasional halts to rake the woods with grape and canister, we made a good and successful march, the enemy almost constantly engaged with our rear guard, but unable to break through or flank it until we came within four miles of Harrison. There the road debouches on a high sweep of gently rolling woodland and from that out we fought hard for every step we gained. The refugees, men, women, and children, white and black, who clung to the command, nearly sacrificed it by their panics. I had to throw out the available fighting force, infantry and cavalry, as advance and rear guard and flankers, leaving in the body of the column the affrighted non-combatants, and two sections of artillery not often brought into action on the retreat. Repeated and stubborn efforts were made to bring us to a stand, and could they have forced a halt of an hour they would have enveloped and taken us, but our halts, though frequent, were brief, and were only to unlimber the artillery, stagger the pursuers with a few rounds, and move on. We reached Harrison just after dark, having made the march of sixty-six miles in thirty-nine hours. We found Warmoth's militia gone. This station is thirty-five miles from Rolla, forty-five from Franklin, and eighty-two from Saint Louis. The position is naturally strong, being on the crest of a ridge, with no timber to obstruct the range for 200 yards on either side. A cut for the railroad track gave shelter for the horses. A large number of ties were there, of which the militia had made breast-works, and the adjacent buildings were well situated for purposes of defense. My command had just time to form and the artillery to unlimber, when an assault was made, but aided by darkness and our rude defenses we repulsed it. Just then the eastern train arrived with military stores for Rolla, and cars enough to move my command. We got the command aboard and were about to start for Saint Louis, with the cavalry and artillery horses moving on a parallel road, when the nearest stations north and south of us were seen in flames. The command was at once taken off the cars and the night spent in fortifying.
        At daybreak Friday the enemy appeared in force and prepared apparently for an assault. They kept up a demonstration through the day, accompanied with a heavy fire of skirmishers, which was well replied to from our defenses. Having less than thirty rounds to the gun we used our artillery but little, reserving it for the moment of assault, or the emergencies of a farther retreat. The day passed in instant expectation of an attack in force and in unremitting labor on the defenses, which were extended and strengthened, so they grew formidable. Friday night another assault was repulsed and the night passed in snatches of rest, amid hourly and most harassing alarms. Hearing nothing of re-enforcements I at midnight dispatched a citizen messenger to Rolla to ask help from there, and Lieutenant-Colonel Maupin to Franklin, to advise the general commanding of my condition and to endeavor to bring some mounted militia from Franklin County to my aid if nothing better could be done, my now total want of service-able cavalry and the exhausted condition of my infantry having made a farther retreat an extremely hazardous undertaking. The citizen got to Rolla, but Lieutenant-Colonel Maupin and Captain Schenck, and Lieutenant Fletcher, who accompanied him, could not accomplish their errand and barely escaped capture. Saturday morning the enemy appeared in increased force, thoroughly reconnoitered our position, and made every disposition for assault, but the forenoon passed in an incessant fire with their skirmishers and constant expectation of an attack in force. I think our thorough readiness and plain purpose to fight it out made him feel we would cost more than our worth. He drew off at 2 p.m. and at 4 Lieutenant-Colonel Beveridge, Seventeenth Illinois Cavalry, with 500 men of his command, came to our rescue from General McNeil at Rolla. Strong cavalry pickets were at once posted on four roads occupied by the enemy north of our encampment, and were pushed out more than a mile. At midnight, leaving a hundred men to occupy Harrison and re-enforce the pickets if necessary, and to destroy the few stores left in the train unissued, I withdrew my command and marched for Rolla. On arriving at Saint James, twelve miles from Rolla, at noon Sunday, the infantry were sent to that post by railroad. Next day I turned over my infantry and cavalry, worn out with toil and watching, to General McNeil, to garrison Rolla, whereupon he marched with his cavalry and that of General Sanborn and my battery to the defense of Jefferson City. Tuesday I got an escort of forty men and passing in the rear of the enemy reached Saint Louis with the members of my staff Wednesday night.
        Our loss at Pilot Knob was about 200 killed, wounded, and missing, and in the several engagements on the retreat to Rolla about 150. Of the missing the most were cut off in detachments and escaped capture, so that our actual loss was about 150 killed and wounded, and 50 captured and paroled. Among our severely wounded were Lieut. Smith Thompson, Fourteenth Iowa; Lieut. John Fessler, First Infantry Missouri State Militia, and Lieut. John Braden, Fourteenth Iowa Infantry, since dead; Maj. James Wilson, Third Cavalry Missouri State Militia, after being wounded was captured on Pilot Knob, and subsequently with six of his gallant men was brutally murdered by order of a rebel field officer of the day. The rebel loss at Pilot Knob, killed and wounded, exceeded 1,500, as is shown by the inclosed letter of T. W. Johnson, surgeon in charge of our hospital there, and also by corroborative testimony gathered since our reoccupation of the post. In the rebel hospital at Ironton, on the 12th instant, we found Colonel Thomas, chief of General Fagan's staff, 3 majors, 7 captains, 12 lieutenants, and 204 enlisted men, representing seventeen regiments and four batteries, all dangerously and nearly all mortally wounded. The rest of the rebel wounded who were not able to follow the army were sent south by General Price, under escort of Colonel Rains' regiment. As to the loss of the enemy in the pursuit and at Harrison I have no knowledge.
        To the officers commanding the several detachments, to wit, Col. Thomas C. Fletcher, Forty-seventh Missouri Infantry; Capt. William J. Campbell, Fourteenth Iowa Infantry; Capt. William C. F. Montgomery, Second Missouri Artillery; Lieut. John Fessler, First Infantry Missouri State Militia; Capt. Robert L. Lindsay, Fiftieth Missouri Infantry; Capt. A. P. Wright, Second Cavalry Missouri State Militia, and also to Maj. H. H. Williams, Tenth Kansas; Capt. Charles S. Hills, Tenth Kansas; Capt. H. B. Milks, Third Cavalry Missouri State Militia; Lieut. David Murphy, Forty-seventh Missouri Infantry, and Surg. S. D. Carpenter, of my staff, I am indebted for an intelligent and thorough discharge of duty which contributed largely to our success. Nearly an hundred citizens of Pilot Knob and Ironton (among whom were General McCormick, Colonel Lindsay, Captain Leeper, Major Emerson, and other well known gentlemen), organized and commanded by Capt. P. F. Lonergan, First Infantry Missouri State Militia., fought and worked well. A colored man named Charles Thurston, organized and commanded a company of negroes, who eagerly bore their share of labor and danger. I owe it to the cherished memory of Major Wilson, to add in conclusion an honorable mention of his name, not only because of the nerve and skill with which for two days preceding the assault he embarrassed and delayed the overwhelming forces of the enemy, but also because of his long and useful service in this district unblemished by a fault.

I have the honor to be, very respectfully, your obedient servant,
THOMAS EWING, JR.,
Brigadier-General.

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