The evening of 2 October, Confederate pickets observed the three riverboats waiting around South Quay, Virginia, approximately downriver from Franklin. At 5:45 a.m. the next day, the three ships began moving towards the city while shelling the nearby banks. The attack was led by "Commodore Perry", followed by "Whitehead" astern "Hunchback". While the Union shelled the banks of the Blackwater, Confederate troops began distributing themselves along the riverside to take advantage of the concealment there. Some of the 4th North Carolina Cavalry was dismounted and taken up by Colonel Marshall of the 52nd, and positioned along with his men at Crumpler's and neighboring bluffs to fire upon the riverboats. Colonel Ferebee took the rest of the 4th NC Cavalry and dismounted and positioned them behind the trees and bushes along the banks of the Blackwater, under the command of a Lieutenant Ruffin. According to a Union naval officer later, the Confederate's forces along the Blackwater also included "some nonuniformed irregulars and even 'some negroes.