At Payne’s Farm, the men of Union Gen. Joseph B. Carr’s division, encouraged by their first taste of battle, advanced to this position and drove back a strong Confederate skirmish line from the crest of the rise. After the arrival of Col. J. Warren Keifer’s brigade, the Federals formed a strong line in the woods along the worm fence and from there repulsed two Confederate assaults. When Carr’s men were nearly out of ammunition, elements of Gen. David B. Birney’s division came forward and held the line until the fighting ended. At the same time, the third brigade of Carr’s division under Col. Benjamin F. Smith became badly disorganized in tangled brush and timber and in the low, muddy ground of Russell’s Run, and after Confederate skirmisher fire convinced Smith that he was outflanked, he withdrew his men to safety; except for a single regiment, they did not engage. Col. Matthew Roberts McClennan of the 138th Pennsylvania Infantry was among six officers Carr praised for cool, intrepid, and gallant conduct, but he was wounded in the foot late in the action and had to leave the field.