Lieut. Col. Upham, who commanded the New Jersey loyalists, says in his report to Gov. Franklin:

"We proceeded to the town of New London, constantly skirmishing with rebels, who fled from hill to hill, and stone-fences which intersected the country at small distances.  Having reached the southerly part of the town, the general requested me to take possession of the hill north of the meeting-house, where the rebels had collected, and which they seemed resolved to hold.  We made a circle to the left, and soon gained the ground in contest. Here we had one man killed and one wounded.  This height being the outpost, was left to us and the yagers.  here we remained exposed to a constant fire from the rebels on the neighboring hills, and from the fort on the Groton side, until the last was carried by the British troops."

Col. Upham's party defiled through Cape Ann Street and Lewis Lane, and a flanking-guard set fire to the house of Pickett Latimer, on the old Colchester road, now Vauxhall Street.  This house was full of goods, hastily deposited there by the inhabitants for safe-keeping; the distance from the town leading them to suppose that is would not be visited.  It was however, the first building consumed.  The main body came on through Vauxhall Street, and at their approach the group of half-armed citizens that had collected on the beautiful height above the old burial-ground, after a few discharges retired, scattering to other hills and wood-lands where unseen they could watch the motions of the enemy.  It was about noon, when Col. Upham, with the refugees and Hessians, took possession of the hill, and planted the field-piece which they had brought from Fort-Nonsense, directing its fire against the shipping, which had been obliged to anchor above the town.  But a change of wind and tide operating in favor of the vessels, they spread their sails and escaped up the river.  One of the cannon-balls sent after them, went through the front door of a house on the Norwich road, just above the mill, since known as Capt. Robert Hallam's.

Arnold made his arrangements to enter at both ends of the town, to follow the line of the water-side, and complete the work of destruction at the center.  He appears himself to have accompanied the party that gained the north end of the town, (probably through Hempstead Street), under cover of Col. Upham's advanced post.  He mentions in his report that he ascended a height of ground in the rear of the town, from whence he had a good prospect of Fort Griswold, and of the shipping that was endeavoring to escape up the river.  Two or three persons, inhabitants of the town, who were secreted in the vicinity and who were well acquainted with the person of Arnold, saw him as he sat on horseback, above the meeting-house, with a small spy-glass in his hand surveying the scene, and pointing out objects to an officer by his side, probably Lord Dayrymple, who acted as his aid in this expedition.  They turned their horses down Richards Street, through which a part of their force had preceded them.

At the north end of the town the torch of destruction was first lighted at the printing-office, and the town mill.  From thence a detachment of the enemy by went on to Winthrop's Neck, and set fire to the Plumb house, scouring the whole point, destroying the battery, shipping, warehouse, and every species of combustible property on that side, except the Merrill house, which escaped.  On Main Street south of the printing-office, a considerable number of old family homesteads were consumed,  The most valuable was that of Gen. Gurdon Saltonstll.  The house of Capt. Guy Richards at the foot of Richards Street was marked out for destruction, but a daughter of Capt. Richards lying ill at the time, the English officer listened to the supplications of those who attended upon her, and spared the house.  It was an act too barbarous, even for incursive hostility, the most barbarous kind of war, to set fire to a house over the heads of sick and helpless females.

On the east side of the street several private houses, with the custom-house and collector's dwelling near it, various shops of merchandise, mechanic shops and warehouses, with all the wharfing, boating and lumber, were involved in a long line of destruction.  Below Hallam's corner in this street no buildings were burnt.  At this point the main body of the enemy turned toward Beach or Water Street, where several noted warehouses and shops were situated, and a part of the shipping lay.  It is said that Arnold himself with extended sword, pointed out the way to the troops with this emphatic command-- "Soldiers! do your duty."

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Of course vengeance and destruction had no check: shops, stores, dwellings, piles of lumber, wharves, boats, rigging, and vessels, were soon enveloped in smoke and flame.  Hogs heads were knocked in; sugar and coffee lay in heaps, and rum and Irish butter melted in the fire, trickled along the street, and filled the gutters.  The prize ship Hannah, partly unladen, lay at Shaw's wharf.  When burnt nearly to the water's edge she drifted away and sunk near the end of Winthrop's Neck.

Bradley Street containing eight of ten houses, was left unharmed.  When the regulars came to this street, their guide, one of those "friends to government in the town", whom Arnold mentions as aiding and furnishing information, said to the leader of the party-- "In this street there are no shops, no stores-- it is the Widow's Row."  The words were literally true, and the humane officer commanded his men not to enter the street.

On the Parade all was destroyed.  The market wharf, the old magazine and battery, at the court-house, jail and jail-house, the Episcopal church, and several contiguous shops and dwelling-houses, were soon a heap of ashes.  The western part of this street was left unhurt.  The ancient, dilapidated building still extant near the corner of Green Street was then, as it since has been, a well-known tavern stand.  The landlady, like many other American women in those disastrous times, had her nearest friends arrayed on opposite side.  her husband as sergeant in the militia, was at his post in the field annoying the invaders, and her brother was one of those invaders -- an officer under Arnold's command.  Before mounting her horse to escape, she had her table spread, and furnished bountifully with provisions.  Though fleeing with her patriot husband she could not refrain from leaving a dinner for her tory brother.  That officer eagerly sought the threshold of his relative, and though he found her not, refreshed himself and his brother officers with the collation.  After the close of the war, this refugee captain, being in declining health, obtained leave to return home, and died in the same house.

The enemy, however, did not in general spare the dwellings of their reputed friends.  This, instead of being a favor, would have marked them out fro patriot vengeance.  Arnold himself took some refreshment that day at the house of an old acquaintance in Bank Street, but even before they rose from the table the building was in flames over the.  It had been often stated that some whose property was destroyed, received in the end double compensation; that is, from the British on account of their loyalty, and from Congress, in the grant of fire lands, by which reparation was made to the sufferers.  Arnold was born within fourteen miles of New London, and had lived so long in the vicinity that he had many old acquaintances in town; some of these it was well known had held secret intercourse with him, and officiated as counselors and guides in this expedition.

At the south end of the town the ravage was coincident with the destruction at the north.  All the boats and fishing craft around the coves were burnt.  A house and shop belonging to a person who held a commission in t he garrison of the fort, were singled out and burnt, showing that the guides of the enemy were familiar with the locality.  An old fisherman ventured from his hiding-place and pathetically entreated them to leave him his boat; but he was told that their orders allowed of no exceptions and must be obeyed.  A woman living near the water on the point, (Shaw's Neck), seeing a company of the red coats approaching, concealed her well-grown boys in the cellar, and gathering her little children around her went out to meet them.  Dropping on her knees before the captain, she told him that her husband had been gone several long years, and she knew not what had become of him; she had nothing left but a group of helpless children and yonder house with its simple furniture, which she entreated him not to destroy.  The officer raised her from the ground, and brushing a tear from his eye, said, "Go in, good woman!  You and your property are safe; none of my men shall disturb you."

Very little havoc was made in this part of the town until the enemy came to Bank Street.  Here the work of destruction was commenced at  the stone dweling-house of the Shaw family, in different parts of which ignited combustibles were placed, and left to do their work; but after the troops had passed on, a near neighbor who had remained concealed in the vicinity, entered the house and extinguished the fires.  An ancient dwelling-house of wood, adjoining the stone mansion, and used by Shaw as an office and store-house, was burnt to the ground, and in it a chest of valuable papers was consumed.  The flame from this building caught the roof of the stone house, but was extinguished by the same adventurous neighbor that quenched the fires within the house.  Finding a pipe of vinegar in the garret, he knocked in the head and dipping from this fountain poured the convenient liquid from the scuttle, down the roof, till the fire was subdued.  By this timely exertion, not only this house but the houses below it, which would probably have been involved in its destruction, escaped.

In this part of the harbor were the spar and ship-yards and a considerable number of unemployed vessels, which were all given to the flames.  Old hulls haft sunk in the water, or grounded on the flats here and there, are remembered by persons who were then children, as having been left for years afterward lying about the shores.  A privateer sloop, fitted for a cruise and in fine order, that lay swinging from a cable fastened to a ring in the projecting rock where is now Brown's wharf, was set on fire, and her cable burning off, she drifted across the harbor, a mass of flame.  Through the whole of Bank Street, where were some of the best mercantile stands and the most valuable dwelling-houses in the town, the torch of vengeance made a clean sweep.  No building of any importance was left on either side of the street; all combustible property of every description was consumed.  This entire devastation was in part owing to circumstances not entering into the plans of the enemy, though it might have been anticipated, as a natural consequence of their measures.  Several of the stores in this and other parts of the town contained gunpowder in large quantities, which exploding, shook the whole county round, and scattered the flames in every direction.

The general says in his report; "The explosion of the powder and the change of wind, soon after the stores were fired, communicated the flames to part of the town, which was, notwithstanding every effort to prevent it, unfortunately destroyed."  Sir Henry Clinton also, in his official letter to England, expresses his concern that the town was burnt, but says it was unavoidable, and occasioned by the explosion of gunpowder.

It ought to be stated as a general fact that Arnold's orders appear to have been given with some reference to humanity and the laws of civilized warfare.  Private houses were to be spared, unless in some few instances where the owners were particularly obnoxious.  It was afterward well understood that most of the spoil and havoc in private houses was the work of  a few worthless vagrants of the town, who prowled in the wake of the invaders, hoping in the general confusion not to be detected.  The English soldiers were expressly forbidden to plunder, or to molest the helpless.  In several cases where females courageously remained to protect their dwellings, they were treated with marked civility and respect.  In one instance a soldier having entered a house and forcibly seized some clothing, the woman went to the door and complained to an officer on guard in the street, who not only restored the articles, but chastised the culprit on the spot, for disobeying his orders.

Instances of tender commiseration for the sufferers were also exhibited in various parts of the town.  In one house a female had remained with an aged, decrepit father, too infirm to be removed.  Seeing so many buildings in flames and expecting her own soon to be kindled, she dragged her parent in his arm-chair to the extremity of the garden, and there stood over him awaiting the result.  The officer on guard observing her situation, went up and conversed with her, bidding her banish fear, for her house should not be entered; he would himself watch over its safety.

Yet no one can be certain that an excited soldiery will not transcend their orders, and scenes of distress must be expected in the train of a reckless invasion.  An aged and infirm man, living alone, with no one to care for him and convey him to a place of safety, had crept to the back part of his little enclosure, and when the soldiers were marching by, he stood among the bushes, leaning upon his staff, a peaceable looker-on.  One of the party, seeing perhaps only a hat and head, and supposing it might be an armed man lurking there to get a favorable aim, raised his musket and shot the old man dead in his garden.

But the work of destruction in New London was a mere sportive sally in comparison with the tragic events that were passing on the opposite side of the river.  The division of Lieut. Col. Eyre which landed on that side, consisted of two British regiments and a battalion of New Jersey volunteers, with a detachment of yagers and artillery.  The British regiments, however, were the actors in the scenes that followed, for the Jersey troops and artillery, who were under the command of Lieut. Col. Buskirk, being the second debarkation, and getting entangled among the ledges, copses and ravines, did not reach the fort until after the conflict had ceased.

The object of Arnold in directing an attack upon Groton fort was to prevent the escape of the shipping up the river, and he imagined it could be very easily taken.

"I had reason to believe (he says) that Fort Griswold was very incomplete, and I was assured by fiends to government after my landing that there were only twenty or thirty men in the fort."

When, however, he gained a height of ground from whence he could survey the scene, he found that the works were much more formidable than he expected, that the garrison had been recruited and that the vessels were already too far up the river to be checked by the guns of the fort.  The general proceeds:

"I immediately dispatched a boat with an officer to Lieut. Col. Eyre, to countermand my first order to attack the fort, but the officer arrived a few minutes too late.  Lieut. Col. Eyre had sent Capt. Beckwith with a flag, to demand a surrender of the fort, which was peremptorily refused, and the attack had commenced."

What momentous import in those few minutes too late!  Could those few minutes have been recalled, how much human crime and human suffering would have been spared!  One of the saddest pages of American history would never have been written!

"The fort was an oblong square, with bastions at opposite angles, its longest side fronting the river in a north-west and southeast direction.  Its walls were of stone, and were ten or twelve feet high on the lower side, and surrounded by a ditch.  On the wall were pickets, projecting over twelve feet; above this was a parapet with embrasures, and within a platform for cannon, and a step to mount upon, to shoot over the parapet with small arms.  In the south-west bastion was a flag-staff, and in the side near the opposite angle, was the gate, in front of which was a triangular breast-work to protect the gate; and to the right of this was a redoubt, with a three-pounder in it, which was about 120 yards from the gate.  Between the fort and the river was another battery, with a covered way, but which could not be used in this attack, as the enemy appeared in a different quarter."

The number of men in the fort was about 150; two-thirds of them farmers, artisans, and other inhabitants of the vicinity, that had just come in with what arms they could seize, to aid the garrison.  The British troops were first discovered from the fort as they emerged from the forest, half mile distant, with ranks broken, and running half bent till they obtained shelter behind the hills and ledges of rock.  Col. Eyre formed his men under the lee of a rocky height, 130 yards south-east from the fort, near the present burial-ground.  Major Montgomery, with the fortieth regiment, took post a little farther off, protected also by a hill.

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