At about 9:30 a.m. Federal patrols made contact with Confederate scouts near Poison Spring. Colonel Williams parked his wagons two and three abreast, as close together as possible. He ordered the First Kansas to the front forming a line, and placed the cavalry on his flanks. He immediately sent word for Captain Duncan to disperse his troops to protect the rear. Simultaneously, Colonel Williams saw Maxey's Indians and Texans moving on his right flank and sent orders for Duncan to send help to the front. The courier returned with news that the foe was advancing against Duncan and he could spare no men. Suddenly, the Confederates opened a devastating barrage of artillery and advanced in front and flank. The left of Marmaduke's line advanced double-quick through fields and thickets, opening fire as they neared the Federal line. Under pressure along his entire line, Williams ordered Duncan to redeploy and cover the retreat of the First Kansas. Williams attempted to make a stand several times but was overwhelmed each time as the Union troops were forced into the woods north of the road.