Throughout the day of May 31, 1864, the men worked at building breastworks. There was little firing heard and after dark the men were ordered to move again. They returned to the area south of the Totopotomoy Creek and entrenched across Shady Grove Road. The Federals entrenched as well. The men remained quiet in their position the following day. The Sharpshooters were hotly engaged and a great deal of cannonading and heavy fighting could be heard on the right flank.

After moving forward from Hundley’s Corner on the Shady Grove Road on the afternoon of June 2, 1864, General Rodes’ men took a position between General Heth on their left and General Gordon on their right. The Confederates were about to launch an attack on the Federal Corps of General Burnside and General Warren which held the right of the Union line. At about 3:00 P.M. the Rebel line advanced, spearheaded by the men of Rodes division. They plunged into a gap between the two Federal Corps, flanking the two brigades holding those positions.

Captain Jonathan Williams of Company D described the events of June 2, 1864, as follows: “I will attempt a description of one of those “feeling” expeditions, which was the worst and lasted longer than any we were ever engaged in. The order was given us about three o’clock one evening: “to move by the left flank. After going in that direction about half a mile, we were halted and brought to a front and ordered “forward”. I suppose Gen. Rodes knew exactly where the Yankees were, as no skirmish line was thrown out. We did not go two hundred yards before we were confronted with a line of Yankees behind a splendid line of breast works, old field pines, with the limbs trimmed and sharpened, pointed towards us to obstruct our way. I can say for one of Company D, that my heart for a moment almost stood still and I felt a choking sensation in my throat. I had always contended that I was not superstitious, but that evening I suppose I had lifted my eyes heavenward in silent prayer, I saw the new moon. The old saying, “to see the new moon clear of the bushes” was a sign of good luck for the month, came into my mind and I felt that all would be well with me. I never felt so brave. The order was given us “to charge”. We knew the sooner we reached those works, the better it would be for us. The 5th Alabama crossed the little ravine between us and the Yankees, some with their guns at trail arms, some at right shoulder shift, and each man giving the old “rebel yell” for all it was worth. I have never been able to account for it, but we received the fire from that line of battle and very few were hurt. It may have been that we were running down the hill so fast, the enemy shot too high. We lost no time in getting as close to them as possible. When we were about a hundred yards from them, they ran out of their works.”

Union General Ambrose Burnside and his staff were about to have a late lunch on a tablecloth spread in a field where the 7th Rhode Island Infantry and other regiments of General Robert B. Potter’s Division had stacked arms to rest. “Suddenly, there was a spiteful rattle of musketry” from a thicket close by. Generals sprang for their horses, troops ran for their rifles, and teamsters crowded wagons onto the roads, “lashing their mules furiously, and turning the air blue with their oaths.” The Rebels came on in a triple line, shaking Yankee nerves with their shrill “Yi, yi, yi!” After fleeing in surprise with the rest of the Federals around him, Burnside turned back to steady his troops. “Well they didn’t quite catch me,” he told them with a smile as he steered his horse past the Brooklyn Zouaves, whose bright uniforms had drawn much of the attackers’ attention.

However, the Confederates pressed on, as attested to by Captain Jonathan Williams. “As soon as the line crossed over the works we began to fight and drove them back to a second line of works. Soon the order rang out all down the line “to charge them,” which we did and out they went. The 5th and 6th Alabama regiments were fighting side by side driving the Yankees ahead of us, when we came up on them in a third line of works. The order “charge” was given again, and we soon routed them and the third line was now occupied by the 5th and 6th Alabama, the only troops that went into the third line. Darkness was now on. We were all worn out and were lying down talking in an undertone, when one of the Company looked across the field where there were a great many Yankee camp fires, and could see by the light, regiment after regiment of Yankee in a “double quick” going in to reinforce those up on our left. Just then General Rodes rode up and called for Captain Riley, who was in command of the 5th Alabama. He was told that Captain Riley was wounded and Captain Williams was in command of the regiment. I went to the General and reported. He said, “Williams wheel the 5th at a right angle to the works letting your right rest on the inside of the works, and when I give the order to the 6th ‘to wheel to the left,’ when they move you move, and clear the works of those Yankees” I said to him, “General they have been throwing reinforcements in there for the last half hour,” he asked how I knew this, I told him to get down off his horse and by getting flat on the ground he could see them passing between us and the campfires. He dismounted and watched them for some time. When he remounted his horse he gave me the order “to move back as soon as the 6th began to move and occupy the works we had captured just in our rear.”

Battles’ Brigade, supported by the Sharpshooters under Major Eugene Blackford, had charged and carried the Federal works, and occupied them the length of the entire Brigade. No other troops succeeded in taking possession of the works except for Battle’s Brigade. That night, they fell back a few hundred yards and threw up new breastworks in a steady heavy rain. Confederate snipers found points of advantage from which they fired on any Federal movement. Union General Burnside reported the loss of more than two hundred men to snipers. However, the Yankee Sharpshooters were busy as well and on June 2, 1864, Confederate General George Doles was killed by a shot to the chest from an enemy sharpshooter. In spite of this, the men in the trenches on both sides seemed to become complacent in the face of the danger. The following is one such account: “I record here an incident which I witnessed, which illustrates the callousness to scenes of death which characterizes the soldier, accustomed almost hourly to such experiences. A group were standing shivering around the fire and engaged in warming their rations upon the coals. A chance ball from the enemy's sharpshooters struck one in the back of the head, killing him instantly, and he fell backward. The occupation of the rest was not interrupted! Several were picked off in this manner during the day by these solitary insidious bullets, whose isolated screech as they cut the air is so unerring. There is something inspiring in loud sounds, in the combined volleys of musketry, the clash of sabres, or the roar of artillery, but the low rushing whir of a single bullet is so disproportionate to the fatal certainty of the death it carries that it resembles in effect the cautious tread of the midnight murderer.”

Promptly at 4:30 A.M. on June 3, 1864, three Federal Corps filed out, dressed their lines, and with a rousing cheer, began to move forward. This was far off to the right of Rodes’ Division. The Union troops of General Burnside facing them, got off to a slow start as it was dawn before they moved forward. However, the results were the same across the entire front, the mass of blue-coats were slaughtered. When leading Federal units reached about one hundred yards distance a cloud of smoke and a sound like thunder cracked from the trenches as almost every trigger was pulled at once. Within minutes, almost every Federal soldier still alive realized they were not going to reach those ramparts today or any other day. Despite continued commands to move forward, most survivors simply lay down in line and attempted to survive amid the puffs of flying dirt. A Union soldier recalled that his regiment was physically staggered with the first volley, and men went down in rows like blocks. More terribly than the infantry volleys was the fire of the numerous Confederate batteries dug in on the front line. One gunner recalled firing double canister at a range of one hundred yards and “at every discharge of our guns, heads, arms, legs, and rifles were observed flying in the air.” He remembered that “as they closed the gaps we created more.” Federals recalled with horror the clearly heard commands of the Confederate gun captains, attesting that if you could hear the order you were too close to avoid becoming a casualties.

Captain Williams continues: “When daylight came, the works that we had left the night before were full of Yankees. During the day, the two lines would begin and keep up a perfect roar of musketry for a while, then all would be quiet. Then we would get out our pipes and laugh and smoke, then suddenly firing would begin on one of the lines, when every man would jump to his gun and begin firing. This was kept up all day. Here was the only regular artillery duel I ever witnessed. An artillery officer came up, examined things in front with his glasses and discovered a battery not more than seven hundred yards in our front, out in the bushes at the edge of the field. He asked me to double my regiment back to the right and left, and give him enough space to work his guns. He soon came up with two batteries (eight guns) and opened fire on the Yankee battery. They returned the fire in a second. The range was so close that the muzzle of the guns were not elevated an inch. I don’t know what damage our men did to the Yankees, but our men were killed until there were not men enough left to manage three guns, and so many horses killed that they had to send for more to take their guns off the field. There Company D decided they would never join the artillery. We left that place and returned to the works that we had occupied the day before. We remained there a few days, then went out to “feel” Yankees again. Gen. Gordon was now commanding, Gen. Rodes being sick.

The armies were to face each other here for almost two weeks. The Sharpshooters under Major Blackford intimidated the Federal trench lines and created a “no mans land”. On June 3rd, after the main Union assault, large numbers of wounded soldiers died miserably between the lines in the stifling heat. Their comrades were unable to assist them. Showing themselves would mean immediately death from the vigilant sharpshooters.

There were ten thousand, six hundred, Yankees killed and wounded in forty minutes during their initial assault. This is the place the Yankees reported to General Grant, “they could neither go forward or retreat.” General Grant replied, “We will take this place by parallel lines.” No flag of truce was issued from Union lines to relieve the suffering. For three full days the armies lay facing each other with no respite from the high pitched whiz of Minnie balls. General Grant’s pride would not allow his asking for a truce, for to do so would admit his defeat. By the time a truce was arranged on June 7, 1864, most of the Union wounded remaining on the field were beyond caring for. Fully 7,000 Federals had fallen on the field on June 3rd and most were now dead. Union loses were almost 15,000 men, the Confederates loss just over 5,000 men. The 5th Alabama Infantry Regiment had five men killed and nine wounded. Amongst the wounded was the Regimental Commander, Captain Thomas M. Riley.