Across the way, Gen. Robert E. Lee’s Confederates massed in the hills and woods that fringed the floodplain. The Army of Northern Virginia had guarded the Rappahannock above and below Fredericksburg for 32 miles. When Burnside struck at Fredericksburg, Lee started concentrating his forces on the heights surrounding the city. James Longstreet’s men had occupied and fortified many of the approaches to Fredericksburg. When Stonewall Jackson’s men arrived from their posts near Port Royal, Rappahannock Academy, and Guiney Station, they allowed Longstreet to condense his lines and his strength. Longstreet eventually held six miles of ridges, centered on the salient at Marye’s Heights. Jackson took command of a much shorter two-mile stretch of line. His defense evolved around a protruding salient called Prospect Hill. Jackson’s men encountered a steady stream of civilian refugees as they filed into position. Their plight moved the soldiers to pathos. “It was a sad spectacle,” a North Carolinian in Pender’s Brigade admitted, “women and children, the aged, infirm, sick and destitute, without food and thinly clad, without homes or shelter, formed in the mournful procession that went out from Fredericksburg; to seek food they knew not where, to find shelter nowhere save under heaven’s canopy.”4

Lee and his generals noted that Jackson’s front boasted several unique advantages, but it also posed several peculiar problems which might make it difficult to defend. Prospect Hill had a magnificent field of fire that stretched unobstructed for almost a mile across open farmlands. But the hill itself was much smaller and less intimidating than Marye’s Heights. Heavy timber on the hilltop masked the Confederates from Federal eyes, but it also made it difficult for the Southerners to see and communicate among themselves. It would be almost impossible for Jackson to evacuate his artillery through that forest if the Yankees somehow overran the position. Jackson trusted they would never get that far. His veterans also took advantage of the Richmond, Fredericksburg & Potomac Railroad which ran along their immediate front. The railroad embankments made ideal breastworks for some of the soldiers, and railroad ties helped fortify gun pits for the artillery. Unfortunately, just north of Prospect Hill, a swampy morass blighted the front for 600 yards. Lee, Jackson, A. P. Hill, and artillery chief, William N. Pendleton, all determined that the ground was impassable to an organized unit. It would be impossible for a division, or even a brigade to penetrate the marsh. Instead of exposing Confederates to the unhealthy wetlands, Jackson built up his defenses around the swamp, hoping a finger of woods that jutted across the tracks would split the Federals and channel them into the teeth of his fire on either side of the gap. For insurance, Stonewall Jackson laid out his line several divisions deep. Maj. Gen. Ambrose Powell Hill’s “Light Division,” the largest division in Lee’s army, held the front. Brig. Gens. William B. Taliaferro and Jubal A. Early’s divisions formed a second line 400 yards behind A. P. Hill’s troops. Maj. Gen. Daniel Harvey Hill’s division made a third line 300 yards behind Early and Taliaferro. Jackson compensated for the lack of strong terrain features by crafting a classic defense in depth three divisions deep. The Confederate Second Corps crammed 37,000 men into a narrow sector with only a two-mile front.5

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