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This expansive artwork depicts the sweeping assault of Major General William B. Franklin across the area that would become known as the Slaughter Pen Farm against Confederate positions commanded by General Thomas J. Jackson. Union soldiers under the command of General John Gibbon's Division advance across fields and storm over the Richmond, Fredericksburg and Potomic Railroad to engage the troops of General James H. Lane's North Carolina Brigade. Depicted in this painting are the 107th Pennsylvania infantry (USA), commanded by Colonel Thomas F. McCoy and the 37th North Carolina Infantry (CSA). Shown in the painting are the newly issued flags of Lane's brigade as well as the flags and Austrian Lorenz rifles carried by the Pennsylvanians. On horseback is Colonel Adrian Root who commanded the first brigade.

Union General Ambrose E. Burnside's plan to take Robert E. Lee's Confederate Army of Northern Virginia by surprise had gone almost completely awry. Burnside had planned to get his Army of the Potomac across the Rappahannock River at the town of Fredericksburg by mid November of 1862 so he could move rapidly against Richmond along the Richmond, Fredericksburg and Potomic Railroad.  Burnside chose this route to avoid exposing his flank to an attack by General Thomas Stonewall Jackson who by this time had occupied the Shenandoah Valley south of Winchester. The first elements of Burnside's command arrived in Falmouth by November 17th  and to the Union Commander's dismay; the Pontoon bridges and other provisions he had ordered from Washington DC were nowhere to be found. Due to administrative bungling, as well as poor communications between Burnside's aides and the Engineers: the Pontoons arrival at Falmouth would be delayed agonizingly until November 25th. All the while, the Union Army of the Potomac had continued to build up their forces by the day at Falmouth with no way to cross the river. All the men in the ranks could do was wait for the pontoons to arrive. 
    Lee knew that Burnside had been making preparations to attack Richmond and had made preparations to defend the capital in defensive positions just south of the North Anna RIver. However, when Lee observed just how slow Burnside's force was actually moving, he decided to seize on the opportunity and ordered his entire command to concentrate at Fredericksburg. Lieutenant General James Longstreet's Corps arrived in Fredericksburg on November 23 and had placed themselves along Marye's Heights. A ridge that ran to the west of town that was separated from the town by an open expanse that at the time was dotted by only a few houses. Jackson's Corps had arrived at Lee's headquarters on November 29th after a forced march covering over 20 miles a day. Upon his Arrival Jackson had deployed his force to prevent Burnside from crossing downstream of Fredericksburg to the south. Jackson's men occupied a series of woods and ridges that ran along the line of the railroad line that ran down from Fredericksburg.  At the same time Lee had also moved a portion of his command into the town of Fredericksburg itself to occupy the houses and buildings along the river's edge facing the federals who occupied the opposite bank.
    Burnside's verbal instructions on December 12 outlined a main attack by Major General William B. Franklin, supported by Joseph Hooker, on the southern flank, while Sumner made a secondary attack on the northern. His actual orders on December 13 were vague and confusing to his subordinates. At 5 p.m. on December 12, he made a cursory inspection of the southern flank, where Franklin and his subordinates pressed him to give definite orders for a morning attack by the grand division, so they would have adequate time to position their forces overnight. However, Burnside demurred and the order did not reach Franklin until 7:15 or 7:45 a.m. When it arrived, it was not as Franklin expected. Rather than ordering an attack by the entire grand division of almost 60,000 men, Franklin was to keep his men in position, but was to send "a division at least" to seize the high ground (Prospect Hill) around Hamilton's Crossing, Sumner was to send one division through the city and up Telegraph Road, and both flanks were to be prepared to commit their entire commands. Burnside was apparently expecting these weak attacks to intimidate Lee, causing him to withdraw. Franklin, who had originally advocated a vigorous assault, chose to interpret Burnside's order very conservatively. Brig. Gen. James A. Hardie, who delivered the order, did not ensure that Burnside's intentions were understood by Franklin, and map inaccuracies about the road network made those intentions unclear. Furthermore, Burnside's choice of the verb "to seize" was less forceful in 19th century military terminology than an order "to carry" the heights
    At dawn December 11th, Union engineers began the building of six pontoon bridges across the river. The engineers constructing the bridge directly across from Fredericksburg came under punishing fire from hidden Confederate sharpshooters: most of whom were from William Barksdale's Mississippi Brigade.  To cover the crossing, Fredericksburg also came under severe artillery fire from 220 federal artillery pieces amassed across the river at Stafford Heights.  Union Engineers persevered and a group of infantrymen under Colonel Norman J. Hall: the 7th Michigan and 19th Massachusetts crowded into small boats and paddled across the river to secure a bridgehead. The two regiments began clearing the town of sharpshooters in fierce street fighting where every building was contested.  The bridges were finished and the crossing of Burnsides force was completed on December 12th.
    December 13 began cold and overcast. A dense fog blanketed the ground and made it impossible for the armies to see each other. Franklin ordered his I Corps commander, Maj. Gen. John F. Reynolds, to select a division for the attack. Reynolds chose his smallest division, about 4,500 men commanded by Maj. Gen. George G. Meade, and assigned Brig. Gen. John Gibbon's division to support Meade's attack. His reserve division, under Maj. Gen. Abner Doubleday, was to face south and protect the left flank between the Richmond Road and the river. Meade's division began moving out at 8:30 a.m., with Gibbon following behind. At around 10:30, the fog started lifting. They moved parallel to the river initially, turning right to face the Richmond Road, where they began to be struck by enfilading fire from the Virginia Horse Artillery under Major John Pelham. Pelham started with two cannons—a 12-pounder Napoleon smoothbore and a rifled Blakely—but continued with only one after the latter was disabled by counter-battery fire. "Jeb" Stuart sent word to Pelham that he should feel free to withdraw from his dangerous position at any time, to which Pelham responded, "Tell the General I can hold my ground." The Iron Brigade (formerly Gibbon's command, but now led by Brig. Gen. Solomon Meredith) was sent out to deal with the Confederate horse artillery. This action was mainly conducted by the 24th Michigan Infantry, a newly enlisted regiment that had joined the brigade in October. After about an hour, Pelham's ammunition began to run low and he withdrew. General Lee observed the action and commented about Pelham, age 24, "It is glorious to see such courage in one so young." The most prominent victim of Pelham's fire was Brig. Gen. George D. Bayard, a cavalry general mortally wounded by a shell while standing in reserve near Franklin's headquarters. Jackson's main artillery batteries had remained silent in the fog during this exchange, but the Union troops soon began to receive direct fire from Prospect Hill, principally five batteries directed by Lt. Col. Reuben Lindsay Walker, and Meade's attack was stalled about 600 yards from his initial objective for almost two hours by these combined artillery attacks.
    The Union artillery fire was lifted as Meade's men moved forward around 1 p.m. Jackson's force of about 35,000 remained concealed on the wooded ridge to Meade's front. His formidable defensive line had an unforeseen flaw. In A.P. Hill's division's line, a triangular patch of the woods that extended beyond the railroad was swampy and covered with thick underbrush and the Confederates had left a 600-yard gap there between the brigades of Brig. Gens. James H. Lane and James J. Archer. Brig. Gen. Maxcy Gregg's brigade stood about a quarter mile behind the gap. Meade's 1st Brigade (Col. William Sinclair) entered the gap, climbed the railroad embankment, and turned right into the underbrush, striking Lane's brigade in the flank. Following immediately behind, his 3rd Brigade (Brig. Gen. Feger Jackson) turned left and hit Archer's flank. The 2nd Brigade (Col. Albert L. Magilton) came up in support and intermixed with the leading brigades. As the gap widened with pressure on the flanks, thousands of Meade's men reached the top of the ridge and ran into Gregg's brigade. Many of these Confederates had stacked arms while taking cover from Union artillery and were not expecting to be attacked at that moment, so were killed or captured unarmed. Gregg at first mistook the Union soldiers for fleeing Confederate troops and ordered his men not to fire on them. While he rode prominently in front of his lines, the partially deaf Gregg could not hear the approaching Federals or their bullets flying around him. In the confusion, a bullet struck his spine and fatally wounded him; he died two days later. Col. Daniel Hamilton of the 1st South Carolina assumed command, but Gregg's brigade was totally routed and was no longer an organized unit for the rest of the day. James Archer meanwhile was being pressed hard on his left flank and sent word for Gregg to reinforce him, unaware that he had been shot and his brigade had disintegrated. The 19th Georgia's flag was captured by the adjutant of the 7th Pennsylvania Reserves; it was the only Confederate regimental flag captured and retained by the Army of the Potomac in the battle.The Georgians broke and ran. The 14th Tennessee resisted the onslaught for a time before also breaking; a sizable number of its men were taken prisoner. Archer frantically sent messages to the rear, calling on John Brockenbrough and Edmund Atkinson's brigades for help. With ammunition on both sides running low, hand-to-hand fighting ensued with soldiers stabbing at each other with bayonets and using muskets as clubs. Most of the regimental officers on both sides went down as well; on the Confederate side, the 1st Tennessee went through three commanders in a matter of minutes. Meade's 15 regiments also lost most of their officers, although Meade himself survived the battle unscathed despite having been exposed to heavy artillery fire.
    Confederate reserves—the divisions of Brig. Gens. Jubal A. Early and William B. Taliaferro—moved into the fray from behind Gregg's original position. Inspired by their attack, regiments from Lane's and Archer's brigades rallied and formed a new defensive line in the gap. Now Meade's men were receiving fire from three sides and could not withstand the pressure. Feger Jackson attempted to flank a Confederate battery, but after his horse was shot and he began to lead on foot, he was shot in the head by a volley and his brigade fell back, leaderless (Col. Joseph W. Fisher soon replaced Jackson in command). To Meade's right, Gibbon's division prepared to move forward at 1 p.m. Brig. Gen. Nelson Taylor proposed to Gibbon that they supplement Meade's assault with a bayonet charge against Lane's position. However, Gibbon stated that this would violate his orders, so Taylor's brigade did not move forward until 1:30 p.m. The attack did not have the benefit of a gap to exploit, nor did the Union soldiers have any wooded cover for their advance, so progress was slow under heavy fire from Lane's brigade and Confederate artillery. Immediately following Taylor was the brigade of Col. Peter Lyle, and the advance of the two brigades ground to a halt before they reached the railroad. Committing his reserve at 1:45 p.m., Gibbon sent forward his brigade under Col. Adrian R. Root, which moved through the survivors of the first two brigades, but they were soon brought to a halt as well. Eventually some of the Federals reached the crest of the ridge and had some success during hand-to-hand fighting—men on both sides had depleted their ammunition and resorted to bayonets and rifle butts, and even empty rifles with bayonets thrown like javelins—but they were forced to withdraw back across the railroad embankment along with Meade's men to their left. Gibbon's attack, despite heavy casualties, had failed to support Meade's temporary breakthrough and Gibbon himself was wounded when a shell fragment struck his right hand. Brig. Gen Nelson Taylor took over command of the division.  After the battle Meade complained that some of Gibbon's officers had not charged quickly enough. But his primary frustration was with Brig. Gen. David B. Birney, whose division of the III Corps had been designated to support the attack as well. Birney claimed that his men had been subjected to damaging artillery fire as they formed up, that he had not understood the importance of Meade's attack, and that Reynolds had not ordered his division forward. When Meade galloped to the rear to confront Birney with a string of fierce profanities that, in the words of one staff lieutenant, "almost makes the stones creep," he was finally able to order the brigadier forward under his own responsibility, but harbored resentment for weeks. By this time, however, it was too late to accomplish any further offensive action.
    Early's division began a counterattack, led initially by Col. Edmund N. Atkinson's Georgia brigade, which inspired the men from the brigades of Col. Robert Hoke, Brig. Gen. James J. Archer, and Col. John M. Brockenbrough to charge forward out of the railroad ditches, driving Meade's men from the woods in a disorderly retreat, followed closely by Gibbon's. Early's orders to his brigades were to pursue as far as the railroad, but in the chaos many kept up the pressure over the open fields as far as the old Richmond Road. Union artillery crews proceeded to unleash a blast of close-range canister shot, firing as fast as they could load their guns. The Confederates were also struck by the leading brigade of Birney's belated advance, commanded by Brig. Gen. J. H. Hobart Ward. Birney followed up with the brigades of Brig. Gens. Hiram G. Berry and John C. Robinson, which broke the Rebel advance that had threatened to drive the Union into the river. Col. Atkinson was struck in the shoulder by canister shot and abandoned by his own brigade; Union soldiers later found and took him prisoner. Any further Confederate advance was deterred by the arrival of the III Corps division of Brig. Gen. Daniel E. Sickles on the right. General Burnside, who by this time was focused on his attacks on Marye's Heights, was dismayed that his left flank attack had not achieved the success he assumed earlier in the day. He ordered Franklin to "advance his right and front," but despite repeated entreaties, Franklin refused, claiming that all of his forces had been engaged. This was not true, however, as the entire VI Corps and Brig. Gen. Abner Doubleday's division of the I Corps had been mostly idle, suffering only a few casualties from artillery fire while they waited in reserve.
    The Confederates withdrew back to the safety of the hills south of town. Stonewall Jackson considered mounting a resumed counterattack, but the Federal artillery and impending darkness changed his mind. A fortuitous Union breakthrough had been wasted because Franklin did not reinforce Meade's success with some of the 20,000 men standing in reserve. Neither Franklin nor Reynolds took any personal involvement in the battle, and were unavailable to their subordinates at the critical point. Franklin's losses were about 5,000 casualties in comparison to Stonewall Jackson's 3,400, demonstrating the ferocity of the fighting. Skirmishing and artillery duels continued until dark, but no additional major attacks took place, while the center of the battle moved north to Marye's Heights. Brig. Gen George D. Bayard, who commanded a cavalry brigade in the VI Corps, was struck in the leg by a shell fragment and died two days later. As the fighting south of Fredericksburg died down, the air was filled with the screams of hundreds of wounded men and horses. Dry sage grass around them caught fire and burned many men alive. The fighting on this sector of the Battlefield was over but the slaughter would continue along Burnside's right in the open fields between Fredericksburg and Marye's Heights.