Jackson decided to march his men two miles farther and turn right on the Turnpike instead, allowing him to strike the unprotected flank directly. The attack formation consisted of two lines—the divisions of Brig. Gen. Robert E. Rodes and Raleigh E. Colston—stretching almost a mile on either side of the turnpike, separated by 200 yards, followed by a partial line with the arriving division of A.P. Hill.

As the day wore on, the men of the XI Corps became increasingly aware that something was going on in the woods to the west of them, but were unable to get any higher-ups to pay attention. Col. John C. Lee of the 55th Ohio received numerous reports of a Confederate presence out there, and Col. William Richardson of the 25th Ohio reported that huge numbers of Confederates were massing to the west. Col. Leopold von Gilsa, who commanded one of two brigades in Brig. Gen Charles Devens' division, went to Howard's headquarters warning him that an all-out enemy assault was imminent, but Howard insisted that it was impossible for the Confederates to get through the dense woods.

Maj. Gen Carl Schurz, who commanded the 3rd Division of the corps, began rearranging his troops into a line of battle. Captain Hubert Dilger, who commanded Battery I of the 1st Ohio Artillery, rode out on a reconnaissance mission, narrowly missed being captured by the Confederates, and rode far north, almost to the banks of the Rapidan, and back south to Hooker's headquarters, but a haughty cavalry officer dismissed his concerns and would not let him in to see the general. Dilger next went to Howard's headquarters, but was merely told that the Confederate army was retreating and that it was not acceptable to make scouting expeditions without permission of higher-ups. As the sun started to go down, all remained quiet on the XI Corps's front, the noises of the III and XII Corps engaging Lee's rear guard coming from off in the distance.