Led by Brigadier General Francis A. Shoup, Shoup’s division arrive on the ridge just north of Prairie Grove shortly after 9:00am. They see Marmaduke’s men falling back across the Illinois River and learn that Herron is advancing quickly towards Prairie Grove. Though Hindman’s orders instructed Shoup to “engage Herron as far to the east as possible,” Shoup decides to hold fast and command the high ground where he maintained the vantage point of the river ford and the prairie below. Shoup deployed his troops of 3200 infantry men east of Fayetteville Road along the natural crest of the hill. Of Shoups division, Colonel McRae’s brigade form on the left near the road and General Fagan’s brigade form on the right near the Borden farm and homestead.

When Hindman came up from the south he was surprised to see Shoup's men in position on the ridge. While Shoup’s decision seemed sound given the circumstances, it completely changed the battle. The Confederates had now lost the initiative and with it the ability to manage events.

- Brooks’s Arkansas Infantry, Col. William H. Brooks,

- King’s Arkansas Infantry, Col. James P. King

- Pleasants’s Arkansas Infantry, Col. Joseph C. Pleasants

- Hawthorn’s Arkansas Infantry, Col. Alexander T. Hawthorn

- Chew’s Arkansas Sharpshooter Battalion, Maj. Robert E. Chew

- Blocher’s Arkansas Battery, Capt. William D. Blocher

- Morgan’s Arkansas Infantry, Col. Asa S. Morgan

- Glenn’s Arkansas Infantry, Lt. Col. John E. Glenn

- Hart’s Arkansas Infantry, Lt. Col. Robert A. Hart

- Young’s Arkansas Infantry, Lt. Col. Charles L. Young

- Woodruff’s Arkansas Battery, Capt. John G. Marshall

Shoup's Division consisted of 3200 infantrymen - 1600 men composed Colonel McRae’s brigade and the remaining 1600 formed General Fagan’s Brigade. Shoup's division was the first to establish position on the ridge looking north onto Crawford’s Prairie.