of August Paine arrived at Baton Rouge.
There he found every thing quiet, with the troops in camp on an
interior and shorter line, but expecting another attack. There
was in fact an alarm before morning came, but nothing happened.
On the 7th Paine took command and set about putting the town in
complete condition for an effective defence. With his accustomed
care and energy he soon rectified the lines and entrenched them
with twenty-four guns in position, and, in co-operation with the
navy, concerted every measure for an effective defence, even against
large numbers.

Breckinridge, however, after continuing to menace Baton Rouge for
some days, had, by Van Dorn's orders, retired to Port Hudson, and
was now engaged in fortifying that position. Ruggles was sent
there on the 12th of August. The next day Breckinridge received
orders from Van Dorn, then at Jackson, to follow with his whole
force. "Port Hudson," Van Dorn said, "must be held if possible."
"Port Hudson," remarks Breckinridge, in his report of the battle
of Baton Rouge, "is one of the strongest points on the Mississippi,
which Baton Rouge is not, and batteries there will command the
river more completely than at Vicksburg."

Meanwhile Butler had changed his mind with regard to the evacuation
of Baton Rouge, and had directed Paine to hold the place for the
present. With an accuracy unusual at this period, Butler estimated
Breckinridge's entire force at 5,000 men and fourteen guns. On
the 13th the defences were complete, the entrenchments forming two
sides of a triangle of which the river was the base and the cemetery
mound the apex. The troops stood to arms at three o'clock every
morning; one fourth of the force was constantly under arms, day
and night, at its station. At two points on each face of the
entrenchment flags were planted by day and lights by night, to
indicate to the gunboats their line of fire.

On the 16th of August Butler renewed his orders to burn and evacuate
Baton Rouge. Its retention up to this time he had avowedly regarded
as having political rather than military importance. Now he wrote
to Paine: "I am constrained to come to the conclusion that it is
necessary to evacuate Baton Rouge. . . . Begin the movement quietly
and rapidly; get every thing off except your men, and then see to
it that the town is destroyed. After mature deliberation I deem
this a military necessity of the highest order."

Against these orders Paine mad