Town of Lushun from the south to the Lun-ho River at the northwest. The Russians had continued the line of the Chinese wall to the west and south, enclosing the approaches to the harbor and the New Town of Port Arthur with concrete forts, machine gun emplacements, and connecting trenches. General Stoessel withdrew to Port Arthur on July 30, 1904. Facing the Russians was the Japanese Third Army, about 150,000 strong, backed by 474 artillery guns, under the command of General Baron Nogi Maresuke. The battles Battle of the Orphan Hills The shelling of Port Arthur began on August 7, 1904, by a pair of land-based guns, and was carried on intermittently until August 19, 1904. The Japanese fleet also participated in shore bombardment, while in the northeast the army prepared to attack the two semi-isolated hills protruding from the outer defense perimeter: high Takushan (Big Orphan Hill) and the smaller Hsuaokushan (Little Orphan Hill). These hills were not heavily fortified, but had steep slopes and were fronted by the Ta River, which had been dammed by the Russians to provide a stronger obstacle. The hills commanded a view over almost a kilometer of flat ground to the Japanese lines, and it was thus essential for the Japanese to take these hills to complete their encirclement of Port Arthur. After pounding the two hills from 04:30 in the morning until 19:30 at night, General Nogi launched a frontal infantry assault, which was hampered by heavy rain, poor visibility and dense clouds of smoke. The Japanese were able to advance only as far as the forward slopes of both hills, and many soldiers drowned in the Ta River. Even night attacks resulted in unexpectedly high casualties, as the Russians used powerful searchlights to expose the attackers to artillery and machine gun cross-fire. Undeterred, Nogi resumed artillery bombardment the following day, August 8, 1904, but his assault stalled again, this time due to heavy fire from the Russian fleet led by the cruiser Novik. Nogi ordered his men to press on regardless of casualties. Despite some confusion in orders behind the Russian lines, which resulted in some units abandoning their posts, numerous Russian troops held on tenaciously, and the Japanese finally managed to overrun the Russian positions mostly through sheer superiority in numbers. Takushan was captured at 20:00, and the following morning, August 9, 1904, Hsiaokushan also fell to the Japanese. Gaining