When General Lee learned that General McClellan had been succeeded by General Burnside, he expressed regret at having to part with McClellan, because, he said, “We always understood each other so well. I fear they may continue to make these changes till they find some one whom I don’t understand.”

The Federal army was encamped around Warrenton, Virginia, and was divided into three grand divisions, under Generals Sumner, Hooker, and Franklin. Lee’s army was on the opposite side of the Rappahannock River, divided into two corps, the First commanded by General Longstreet and the Second by General Thomas J. (Stonewall) Jackson. At that time the Confederate army extended from Culpeper Court-House, where the First Corps was stationed, across the Blue Ridge, down the Valley of Virginia, to Winchester, where Jackson was encamped with the Second Corps. Information was received about the 19th of November that Sumner with his grand division of more than thirty thousand men was moving towards Fredericksburg. Two of General Longstreet’s divisions were ordered down to meet him. After a forced march they arrived on the hills around Fredericksburg about three o’clock on the afternoon of the 21st (November, 1862). Sumner had already arrived, and was encamped on Stafford Heights overlooking the town from the Federal side.

About the 26th it became evident that Fredericksburg would be the scene of a battle, and Longstreet advised the people who were still in town to leave. A previous threat from the Federal forces that they might have to shell the town had already forced many to leave. Distressed women, little children, aged and helpless men, many of them destitute and with nowhere to go, trudged away as best they could. Soon the remainder of Longstreet’s corps came up from Culpeper Court-House, and it was then known that all the Army of the Potomac was in motion for the prospective scene of battle, when Jackson was drawn down from the Blue Ridge. In a short time the Army of Northern Virginia was face to face with the Army of the Potomac. On the Confederate side nearest the Rappahannock was Taylor’s Hill, and South of it Marye’s Hill; next, Telegraph Hill, the highest Confederate elevation, afterwards known as Lee’s Hill, because General Lee was there during the battle. Longstreet’s head-quarters in the field were there. Next was a declination through which Deep Run Creek passed on to the Rappahannock, and next was Hamilton’s Crossing, upon which Stonewall Jackson massed thirty thousand men. Upon these hills the Confederates prepared to receive Burnside whenever he might choose to cross the Rappahannock.

The Federals occupied the noted Stafford Heights beyond the river, and here they carefully matured their plans of advance and attack. General Hunt, chief of artillery, skilfully posted one hundred and forty-seven guns to cover the bottoms upon which the infantry was to form for the attack, and at the same time play upon the Confederate batteries. Franklin and Hooker had joined Sumner, and the Federal army were one hundred and sixteen thousand strong. The Federals had been seen along the banks of the river investigating the best places to cross. President Lincoln had been down with General Halleck, who had suggested that a crossing be made at Hoop-Pole Ferry, about twenty-eight or thirty miles below Fredericksburg. The Confederates discovered this movement, and it was then abandoned. There were sixty-five thousand Confederates well located upon the various hills on the other side of the river. Anderson, McLaws, Ransom, Hood, A.P. and D.H. Hill, Longstreet, Stonewall Jackson, and the great Robert E. Lee himself were all there.

On the morning of the 11th of December, 1862, an hour or so before daybreak, the slumbering Confederates were awakened by a cannon thundering on the heights of Marye’s Hill. It was recognized as the signal of the Washington Artillery, and it told that the Federal troops were preparing to cross the Rappahannock and give battle. The Federals came down to the river and began to build their bridges, when Barksdale and his heroic Mississippians opened fire, which forced them to retire. The Federals then turned their whole artillery force on Fredericksburg, demolishing the houses with a cyclone of fire. The only offence of the little town was that it was situated where the battle raged. The little band of Mississippians kept up their work, and like so many angry hornets stung the whole Army of the Potomac into frenzy. Longstreet ordered Barksdale to withdraw, and the Federals then constructed their pontoons without molestation, and the next day Sumner’s grand division passed over into Fredericksburg; General Franklin’s grand division passed over on pontoon bridges lower down and massed on the level bottoms opposite Hamilton’s Crossing, in front of Stonewall Jackson’s corps. Opposite Fredericksburg the formation along the river bank was such that the Federals were concealed in their approaches, and they thereby succeeded in getting over and concealing the grand division of Sumner and a part of Hooker’s grand division in Fredericksburg, and so disposing of Franklin in the open plain below as to give out the impression that the great force was there to oppose Jackson.

Before daylight of the eventful 13th Longstreet rode to the right of his line, held by Hood’s division, which was in hearing of the Federals who were marching their troops to the attack on Jackson. Longstreet ordered Hood, in case Jackson’s line should be broken, to wheel around to his right and strike in on the attacking bodies, while he ordered Pickett with his division to join in the flank movement. He told them at the same time that he himself would be attacked near his left centre, that he would be personally at that point, and that his position was so well defended that he would not need their troops. He returned to Lee’s Hill soon after sunrise.

There was a thick fog that morning, and the preparations of the Federals were concealed thereby. The Confederates grimly awaited the onslaught. About ten o’clock the sun burst through the fog and revealed the mighty panorama in the valley below. Franklin’s forty thousand men, reinforced by two divisions of Hooker’s grand division, were in front of Jackson’s thirty thousand. The flags of the Federals fluttered gayly, their polished arms shone brightly, and the beautiful uniforms of the buoyant troops gave a holiday air to the scene. A splendid array it was. Awaiting their approach was Jackson’s ragged infantry, and beyond was Stuart’s battered cavalry. The majority of the Federal troops were in Fredericksburg almost in reach of the Confederate guns. There was some lively firing between a part of Franklin’s command and a part of Stuart’s Horse Artillery under Major John Pelham. Franklin advanced rapidly towards Jackson; silently Jackson awaited his approach until within good range, and then opened with a terrific fire, which threw the Federals into some confusion. The Federals again massed and advanced, and pressed through a gap in Jackson’s line. Then they came upon Gregg’s brigade, and a severe encounter ensued in which Gregg was mortally wounded. The concentration of the divisions of Taliaferro and Early against this attack drove the Federals back.

On the Confederate side near the town was a stone wall, shoulder high. Behind this stone wall Longstreet had placed General T.R.R. Cobb’s brigade and a portion of the brigade of General Kershaw,?—?about two thousand five hundred men in all. To reach Longstreet’s weakest point the Federals had to pass directly over this wall.

Just before noon Longstreet sent orders to all his batteries to open fire as a diversion in favor of Jackson. This fire began at once to develop work for Longstreet. The Federal troops swarmed out of Fredericksburg and came in double-quick towards Cobb’s wall. From the moment of their appearance fearful carnage began. The Confederate artillery from the front, right, and left tore through their ranks, but the Federals pressed forward with almost invincible determination. Thus they marched upon the stone fence behind which Cobb’s brigade was quietly waiting. When the Federals came within its reach they were swept from the field like chaff before the wind. A vast number went pell-mell into an old railroad cut to escape fire from the right and front. A battery on Lee’s Hill saw this, and turned its fire into the entire length of the cut, and wrought frightful destruction. Though thus repulsed and scattered in its first attempt to drive the Confederates from Marye’s Hill, the determined Federal army quickly formed again and filed out of Fredericksburg to another charge. Again they were forced to retire before the well-directed guns of Cobb’s brigade and the fire of the artillery on the heights.

Still again they formed and advanced, and again they were driven off. By this time they had difficulty in walking over the dead bodies of their comrades. So persistent were they in their continuing advances that General Lee, who at the time was with Longstreet on Lee’s Hill, became uneasy and said that he feared the Federals would break through his line. To this Longstreet replied, “General, if you put every man now on the other side of the Potomac on that field to approach me over the same line, and give me plenty of ammunition, I will kill them all before they reach my line. Look to your right; you are in some danger there, but not on my line.” As a precaution, General Kershaw was ordered with the remainder of his brigade down to the stone wall to carry ammunition to Cobb and to reinforce him if necessary. Kershaw arrived just in time to succeed Cobb, who was falling from a Federal bullet, to die in a few minutes from loss of blood. A fifth time the Federals formed, charged, and were repulsed, and likewise a sixth time, when they were again driven back, and night came to end the dreadful carnage. The Federals then withdrew, leaving the field literally piled up with the bodies of their dead. The Confederate musketry alone killed and wounded at least five thousand, while the artillery brought the number of those killed and wounded at the foot of Marye’s Hill to over seven thousand.

During the night a Federal strayed beyond his line, was taken up by Longstreet’s troops, and on his person was found a memorandum of General Burnside’s arrangements and an order for the renewal of the battle next day. Upon receiving this information General Lee gave immediate orders for a line of rifle-pits on the top of Marye’s Hill for General Ransom, who had been held somewhat in reserve, and for other guns to be placed on Taylor’s Hill. The Confederates were up before daylight on the morrow, anxious to receive General Burnside again. The Federal troops, however, had left the field. It was at first thought that the memorandum was intended as a ruse of war, but it was afterwards learned that General Burnside expected to resume attack, but gave it up when he became fully aware of the fate of his soldiers at the foot of Marye’s Hill.