Before dawn on the morning of the 3rd General Barksdale reported to General Early that the enemy had occupied Fredericksburg in large force and had bridged the Rappahannock river. Hays's brigade was sent to his support, and placed on his extreme left, with the exception of one regiment, stationed on the right of his line behind the Howison house. Seven companies of the Twenty-first Mississippi regiment were posted by General Barksdale between the Marye house and the Plank road, the Eighteenth and the three other companies of the Twenty-first occupied the Telegraph road, behind the stone wall, at the foot of Marye's Hill, the two remaining regiments of the brigade being farther to the right on the hills near Howison's house. The enemy made a demonstration against the extreme right, which was easily repulsed by General Early. Soon afterward a column moved from Fredericksburg along the river bank as if to gain the heights on the extreme left, which commanded those immediately in rear of the town. This attempt was foiled by General Hays and the arrival of General Wilcox from Banks's Ford, who deployed a few skirmishers on the hill near Dr. Taylor's house and opened on the enemy with a section of artillery. Very soon the enemy advanced in large force against Marye's Heights and the hills to the right and left. Two assaults were gallantly repulsed by Barksdale's men and the artillery. After the second, a flag of truce, it was claimed, was sent from the town to obtain permission to provide for the wounded, which was granted. At the end of the truce three heavy lines advanced and renewed the attack. They were bravely repulsed on the right and left, but the small force at the foot of Marye's Hill, overpowered by more than ten times their numbers, was captured after a heroic resistance, and the Heights carried. Eight pieces of artillery were taken on Marye's and the adjacent heights. The remainder of Barksdale's brigade, together with that of General Hays, and the artillery on the right, retired down the Telegraph road. The success of the enemy enabled him to threaten Gen. Lee's communications by moving down the telegraph road, or gain his rear at Chancellorsville by the Plank road. He at first advanced on the Telegraph road, but was checked by General Early, who had halted the brigades of Barksdale and Hays with the artillery, about two miles from Marye's Hill, and reënforced them with three regiments of General John B. Gordon's brigade. The enemy then began to advance up the Plank road, his progress being gallantly disputed by the brigade of General Cadmus M. Wilcox, who had moved from Banks's Ford as rapidly as possible to the assistance of General Barksdale, but arrived too late to take part in the action. General Wilcox fell back slowly until he reached Salem church, on the Plank road, about four miles from Fredericksburg.