By the late winter of 1861 it had become painfully obvious to most Americans that their fraticidal war was not to be of short duration and that many more men than the volunteers of 1861 were going to be needed.
On 16 February 1862 an obscure Federal general named U. S. Grant had captured Fort Donelson in Tennessee with the loss in casualties and captured of over 2700 Confederate soldiers. Mississippians responded with the organization of numerous companies of men who signed up for "three years or the duration of the war".

The State of Mississippi had established several points around the state for camps of instruction and assembly. One of these was at Grenada with headquarters being at the city's fairgrounds. Grenada was a convenient site for a camp of assembly due to its location at the uppermost point of navigation on the Yalobusha River and its position of junction for the Mississippi Central Railroad and the Mississippi and Tennessee Railroad. The fairgrounds sat at the southern edge of the town and broad pastures and fields stretched out for some distance south of there. Several streams crossed these fields flowing from west to east and emptying into the Batupan Bogue stream which then flowed north to empty into the Yalobusha. It was an excellent site for a military camp. As the various companies arrived at Grenada they were organized into regiments and were issued military equipment. The companies had already elected their officers but active "politicking" took place as the men of the regiment then elected the regimental officers.

In March of 1862 companies were organized at Cumberland Church in the Laurel Hill community of Neshoba county (the Cumberland Guards), at Liberty in Amite county (the Amite Guards), at Fair River community in Lawrence county (the Johnson Guards), in Franklin county (the Franklin Guards), at Holmesville in Pike county (the Holmesville Guards), at Carthage in Leake county (the Leake Rebels), at Oakley and Embry communities in Choctaw county (the Davis Guards), at Friar's Point in Coahoma county (the Rebel Avengers), at Eureka community in Panola county (the Mississippi Defenders), and again at Liberty in Amite county (the Amite Defenders). These became respectively companies A - K of the 33rd Mississippi Infantry Regiment. In Civil War regiments there was no company "J" due to the similarity to the letter I.

Five of the companies were from the southwestern part of the state, three were from the central hills part, and two were from the Mississippi Delta. In the election of officers democracy prevailed. David W. Hurst of Amite County was elected Colonel, William B. Johnson of Panola County was elected Lieutenant Colonel, and Jabez L. Drake of Leake County was elected Major. The southwest, the delta, and the central hills were all represented in the upper officer ranks of the regiment. There was some initial confusion on the assignment of the regimental number. The first regiment organized to be given the number Thirty-Three was commanded by Col. Aaron B. Hardcastle. This unit never reached full regimental strength and was later consolidated with the Third Mississippi Infantry Battalion to become the Forty-Fifth Mississippi Infantry Regiment. The regimental organization and officer elections were completed on 17 April 1862 and the regiment was assigned to the brigade commanded by Gen. Sterling A. M. Wood. This was designated the Third Sub-District, District of the Mississippi, Western Department. The regiment remained camped south of Grenada on the railroad for the next three months performing drill and learning how to become soldiers.

On 30 June 1862 Capt. Richmond O. Byrne of Company C resigned because of "typhoid, dyspepsia, and chronic inflammation of the lungs (a family disease)." Lieutenant T. J. Martin was promoted to Captain to replace him. Private Martin Van Kees of Company C had another opinion of why Capt. Byrne resigned. He noted that Mrs. Byrne had arrived at Grenada and soon thereafter the captain resigned. Officers could resign from the army, privates could not.
On 8 July 1862 the regiment was issued 255 flintlock muskets, 352 percussion muskets (caliber .69), 20 bayonets, 543 cartridge boxes, 543 waist belts, 543 bayonet scabbards, 543 cap pouches, 6 packing boxes, and 255 flints. On 21 July the regiment received its first marching orders and left Grenada on the train to transfer to Abbeville, Mississippi. The regiment then went into camp about one mile from Abbeville. The regiment spent about three weeks guarding the railroad bridge over the Tallahatchie River and then received orders to transfer to Louisiana. The men of the 33rd took the trains to Camp Moore, Louisiana, not too far from the homes of many of the southwestern Mississippians. From there they marched to Baton Rouge and on to Port Hudson. The regiment had been sent to participate in Breckenridge's attack on Baton Rouge but had arrived too late. There was no combat action and the men found themselves back in Mississippi at Holly Springs on 8 September 1862. Combat was not going to be very long in coming.

Despite his loss at the Battle of Elk Horn Tavern Gen. Earl Van Dorn still had the confidence of the Confederate high command. Van Dorn wanted to combine his forces with those of Gen. Sterling Price and strike a crushing blow against the Federal forces then entrenched at Corinth, Mississippi. Corinth had fallen to Gen. H. W. Halleck a few months earlier when Confederate forces under Gen. P. G. T. Beaureguard had retreated without a major battle for Corinth and abandoned the important rail junction to the Federals.

Van Dorn's command was designated the Confederate Army of West Tennessee and had three divisions of infantry. Maj. Gen. Mansfield Lovell's division had four brigades. The second brigade was commanded by Brig. Gen. J. B. Villepigue. The brigade consisted of the 33rd Mississippi Infantry, the 39th Mississippi Infantry, the Zouave Battalion, and possibly other units. The organizational records for the brigade at this time frame are incomplete and it is uncertain when the 33rd was transferred from brigade command of Gen. Wood to Gen. Villepigue. Gen. Villepigue had been in command at Fort Pillow when that garrison was withdrawn on 3 June 1862. He was then assigned to the Army of West Tennessee.

As Gen. Van Dorn concentrated and moved his troops toward Corinth a collision with Federal scouts was inevitable. When it happened on 22 September 1862 the men of the 33rd Mississippi heard shots fired in anger for the first time. Private Van Kees version of the event was, "Sept the 21 we started aftar them but when we go to wher they was they had herd us coming and they left and we ran them all day tell just before night they stopt and fired back at us with their cannons a few times and ran again and we then Camped that night Sept. 22."

The troops that fired those shots were from Brig. Gen. Jacob Lauman's brigade. Major J. J. Mudd of the 2nd Illinois Cavalry was out scouting and spotted the Confederate column. Gen. Lauman reported the event to Gen. Hurlbut that same day, saying, "While resting here (Grand Junction, Tennessee) Major Mudd came in from LaGrange with information that he saw there a large body of infantry and cavalry moving on the LaGrange road toward our rear with the evident intention of cutting off our train. Having previously received information that a large force was at Davis' Mills, I without a moment's delay ordered the train to fall back, following it closely with my main column. We passed the railroad crossing where we encamped the previous night and where the road forks to Grand Junction and LaGrange about twenty minutes before the rebel cavalry, closely followed, as I have since learned, by their infantry and artillery. They hung upon our rear until about 1 o'clock, when, arriving near the creek, about two miles north of Van Buren, where finding it necessary to halt my train for rest and water, I placed my command in position to fully command the approaches and sent out a small force of cavalry to see whether the rebels were still on our track. They soon returned with the rebel cavalry at their heels. Letting them approach to within easy range, Mann's Battery (Lieutenant Brotzman commanding) opened on them and sent them flying back. My train by this time having rested and watered we continued on our progress, and arrived in camp at dusk." Gen. Lauman reported his casualties as "few." It was not much of a battle as compared to what the regiment would face in about a week and a half. On 3 October 1862 they would be at Corinth. A popular phrase used by Civil War soldiers to describe having had combat experience was, "We have 'seen the elephant.'" The men of the 33rd Mississippi had seen the elephant on this march but at Corinth that "elephant" would loom particularly large.

General Van Dorn's plan had been to move into north Mississippi and west Tennessee and confuse the Federals as to his real target. This would make them scatter forces to protect their garrisons at Memphis, Bolivar, Jackson, and Corinth. As Van Dorn moved north all the Federal garrisons were on alert and aware of his presence.

After his skirmish with General Lauman's troops he turned east and made for Corinth. At Ripley, Mississippi, on 28 September 1862 the armies of General Van Dorn and General Sterling Price united. General Price had recently been ordered to prevent the Federals under General W. S. Rosecrans from moving to Kentucky and interfering with General Bragg's campaign there. In fact, Rosecrans was not moving toward Kentucky. Price got between Rosecrans and Bragg and fought the Battle of Iuka on 19 September 1862. Price was unable to drive off Rosecrans but Rosecrans was unable to prevent Price from escaping from the battlefield and then joining Van Dorn.

After meeting at Ripley Van Dorn and Price decided to continue with Van Dorn's attack toward Corinth. Van Dorn had considered attacks at all the Federal posts in the Corinth-Bolivar-Jackson-Memphis arc but felt that the most good would be done by attacking the largest of the posts. Van Dorn estimated that Corinth had about 15,000 defenders with another eight or nine thousand men close by. The other posts were garrisoned with between three to eight thousand men each. On 29 September 1862 the combined Confederate armies left Ripley, Mississippi, toward Pocahontas, Tennessee, in order to feint toward Bolivar, Tennessee, and then turn toward Corinth, Mississippi. The army drove off Federal pickets at Chewalla, Tennessee, and went into camp for the night on 2 October 1862. Chewalla is about ten miles from Corinth. Van Dorn could hardly expect Rosecrans to be the victim of a surprise attack although he stated in his official report that he achieved surprise. Lovell's division took the lead in the march from Chewalla toward Corinth following the road just south of the Memphis and Charleston Railroad.

Leaving Chewalla at dawn on 3 October 1862 Villepigue's Brigade had the lead. At Alexander's Crossroads (about one mile northwest of Cane Creek) the 33rd Mississippi fired its first shots of the Battle of Corinth. Federal Col. John Oliver's brigade of the 1st Minnesota Light Artillery (section of two howitzers), the 14th Wisconsin Infantry, and the 15th Michigan Infantry had established a roadblock and sent a couple of volleys into the Confederates before retreating toward Corinth. The Wisconsin men were the first to cross Cane Creek bridge and in the words of one historian they "disintegrated" as they did so.

At this point the Chewalla Road (the present day Wenasoga Road) comes out of the hills into a valley about one mile wide. The road crosses Cane Creek (sometimes referred to as Indian Creek) and then the Memphis and Charleston Railroad before going back up a ridge. The road then continues over gently rolling hills into Corinth. The railroad runs southwest of the Chewalla Road through the ridge and then into Corinth. Where the railroad runs through the ridge there is a deep cut known as the Blue Cut. Lovell's men would have to attack across the valley, cross Cane Creek, and then charge up a steep ridge while under Federal fire from the trenches on the ridge. There was an abatis of fallen timber about four hundred yards wide between the creek and the ridge. The ridge was held by the first brigade of McKean's division (21st Missouri Infantry, 16th Wisconsin Infantry, and 17th Wisconsin Infantry) commanded by Brig. Gen. John McArthur. Villepigue's brigade had been doing the majority of the skirmishing with Oliver's brigade. One cannon from the First Minnesota Battery was lost by the Yankees in crossing Cane Creek and it was spiked and abandoned. Confederate bullets were hitting all about the bridge and Cane Creek as the Federals hurried toward the ridge where General McArthur s men were waiting. They did manage to damage and obstruct the bridge before leaving the area. Oliver's brigade then retreated to the ridge overlooking Cane Creek. Here Col. Oliver met up with Gen. McArthur and deployed his one remaining howitzer and the two infantry regiments on the ridge. He felt he had a position he could hold against anything but an "overwhelming force".

Gen. McArthur ordered him to hold the position at all hazards and rode off to get more men. A detail from Villepigue s Brigade was sent to repair and open the Cane Creek Bridge and the Yankees fired enough bullets to annoy the Mississippians but did no significant damage to them. Gen. McArthur had sent another cannon (a six-pounder rifled James gun from Battery I, First Missouri Light Artillery) to augment the remaining gun of the Minnesota battery and Col. Oliver had these guns fire away at the Mississippians as well. They also did no damage.

Villepigue's men were first over the bridge and deployed in the field below Oliver's hill. Gen. John Bowen's Missouri Brigade filed over next and extended the Confederate line to the right. Next over was Gen. Albert Rust and he extended the line from Bowen's right. Col W. H. Jackson's cavalry were placed in between the infantry brigades and to the right and south of Rust's men. By 9:30 A. M. the Confederates were in place for the assault and awaiting orders from Gen. Van Dorn to start. Van Dorn intended to start the battle with a charge by Lovell's men. While the Confederates had been getting into position Gen. McArthur had not been idle. He had brought up the 21st Missouri Infantry and the 16th Wisconsin Infantry. As soon as they arrived Col. Oliver sent the 21st Missouri south of the railroad cut to occupy that part of the ridge. Rebel skirmishers had made in onto the slopes of that ridge but the 14th Wisconsin and the 15th Michigan had managed to chase them off.

The 33rd Mississippi's position in the attacking line placed them right on the Chewalla Road with the middle of the regiment on the road and companies to both sides of it. They would be opposed by mainly the 15th Michigan and the one remaining Minnesota cannon. The 33rd Mississippi formed the far left of Gen. Lovell's division. To the left of the 33rd Mississippi was Gen. J. C. Moore's brigade of Arkansas, Alabama, Mississippi, and Texas troops. As these troops were forming for their attack the Yankees were pulling their men forward to the old Confederate trench lines to oppose them.

General McArthur had seen the Rebel troops forming up and overlapping Col. Oliver's right flank. He sent a courier back toward Corinth to find more reinforcements to counter the Rebel threat. If he did not find them then Oliver would be overwhelmed and flanked. Gen. Thomas Davies held the responsibility for the area between the two rail lines running from Corinth (the Memphis & Charleston and the Mobile & Ohio) to the west and north respectively. Gen. Davies had heard the cannon fire from Oliver's position and had already decided to send men in that direction when McArthur's messenger came up. Gen. Davies sent the 7th Illinois Infantry and the 57th Illinois Infantry to extend Oliver's line to the right (northeast). This would place them just to the north of the Chewalla Road. He also sent a section of Battery D, First Missouri Light Artillery. At this point Gen. Davies received orders from Gen. Rosecrans that he was to defend the old Rebel breastworks line and "not to let the enemy penetrate beyond" and in no event was he to lose touch between his left flank and Gen. McArthur's right flank.

Gen. Davies apparently thought Gen. McArthur would use the two Illinois regiments to extend the right flank of Oliver to touch the left flank of his (Davies) position but Gen. McArthur was faced with more enemy than that small force could handle. All of Rust's and Bowen's Brigades and part of Villepigue's Brigade was about to charge up the ridge on the south side of the railroad against Col. Oliver's small force. McArthur was forced to send the 57th Illinois to the ridge south of the railroad and placed two guns of Missouri Capt. Henry Richardson's Battery D on the hill just north of the railroad and to the left (south) of the 14th Wisconsin.

Around this time (about 9:30 A.M.) the Confederate skirmishers began to advance up the railroad. Col. Andrew Babcock's 7th Illinois arrived at the same time and took position to the north of the Chewalla Road. However, there was a two hundred yard gap between the 7th Illinois and the 15th Michigan. The ground in front of the 7th Illinois was difficult to defend due to a ravine that would provide shelter to an attacker so Col. Babcock placed a few men there to act as a skirmish line. He then spaced his men out as best he could to await the oncoming 33rd Mississippi Infantry and the men of Moore's Brigade. It was 10 A.M. and Lovell's Division was about to make its charge.

On the far right of the Confederate line Rust's Brigade began its assault against the ridge just south of the Blue Cut. This area was defended by the Federal 21st Missouri. The numbers were overwhelming for the Missourians. Rust's five regiments and one battalion started up the slopes toward the 21st Missouri. There was in Gen. Rust's words "animated resistance" by the 21st Missouri but the Federal Missourians were outflanked and retreated to the Blue Cut. Their commander, Col. David Moore, was injured when his horse was killed and fell on him and he was taken to the rear suffering from what was most likely a concussion. Maj. Edwin Moore took command and led his regiment and the accompanying 16th Wisconsin back up the hill in a countercharge that gave them brief control of the crest of the ridge. But the Confederates were too many and overpowered the Unionists forcing them back.

As the Confederates were passing the right flank of the 21st Missouri the 57th Illinois and the Missouri battery began to pour bullets and cannon balls into the Confederates. The fire was terrific and at least two Confederate units broke under it and left the scene. The remaining Confederates reformed and charged. The fire from the 57th Illinois and the two cannon halted them. Again they formed up and charged. Over a hundred men were dead on the field but on they came and this time it was too much for the Yankees. The artillerymen hurriedly hitched up the cannons and tried to retreat. One cannon made it away but the other broke the limber pole and had to be left. It had "Lady Richardson" painted on the breech.

As Rust's men were slugging it out with the left of Co. Oliver's line the men of Bowen's Brigade were going up against the 14th Wisconsin and two cannon of Battery I, First Missouri Light Artillery. The fighting was just as tough here. The men of the 14th Wisconsin were putting up a fight against mainly Caruthers Battalion and the 22nd Mississippi Infantry. As the Mississippians and Wisconsin men fired away at each other Col. Hurst was leading the 33rd Mississippi up against the 15th Michigan. The fighting was fierce but the Michiganders were no match for the Mississippians on this day. They were overwhelmed and fled the area. This exposed the left flank of the 7th Illinois to the 33rd Mississippi and having run out of enemy to the front the 33rd sent skirmishers to the north to probe the 7th Illinois. At this point the 7th Illinois was facing J. C. Moore's entire brigade plus Villepigue's 39th Mississippi Infantry which had crossed the Chewalla Road behind the 33rd Mississippi and was facing the left front of the 7th Illinois. Col. Babcock quickly realized that he faced overwhelming numbers to his front and had been flanked on both sides. Before the 33rd Mississippi to Babcock's left could get behind him and link up with the 2nd Texas and 35th Mississippi to Babcock's right Col. Babcock issued orders to his 7th Illinois of, "By the right of companies, to the rear!"

For all practical purposes this ended the Battle of Corinth for the 33rd Mississippi. Although his soldiers were willing and able to pursue the retreating Federals Gen. Lovell called off the action and brought the men back to the hills that had been recently defended by Col. Oliver and Gen. McArthur. Fighting continued on other parts of the field but Lovell's Division was not engaged.

The fighting over possession of the Blue Cut and the ridge to either side of it had been heavy. One modern day relic hunter described the ridge south of the railroad as literally covered with fired bullets. When the final charge was made which cleared the Federals from the ridge the 33rd Mississippi had already expended all of its ammunition. They made the charge with empty guns. This heroic effort earned praise for Col. Hurst and the regiment from both Gen. Villepigue and Gen. Lovell. The brigade then moved forward along the railroad and formed in position on the ridge south of the railroad near Battery F. Ammunition was issued and the men rested for the remainder of the day. The 33rd Regiment took no more active part in the fighting that day but did watch as Price's men attacked and forced the Federals before Villepigue to retreat in order to protect the Federal flank.

Batteries Williams and Phillips were south of Fort Robinette and would be the objective for Lovell's men. There was some skirmishing and Federal Col. M. M. Crocker was wounded in the neck. Before any serious assault began Lovell received word that Price was being repulsed and Lovell was to send his "strongest brigade" to support Price's center. Villepigue's brigade was selected to go and was withdrawn from Lovell's line. Before Villepigue could reach Price the battle was over for the Confederates and the retreat began. Villepigue crossed the railroad and began acting as the rear guard for Van Dorn's army. The first Federal cavalry pursuit of the retreating Confederates was checked by Villepigue and his artillery under Maj. G. O. Watts. Lovell used this time to send Rust's Brigade to the Blue Cut to form a defensive position covering the railroad and the Chewalla Road. Villepigue retreated through Rust and marched up the road to Chewalla. Rust then formed the rear guard for the army. The division then went into camp for the night at Chewalla. The Battle of Corinth was over and was a Confederate defeat.

Rosecrans was slow about pursuit of Van Dorn but other Federal forces were after the defeated Confederate army and would try to cut off their line of retreat at a critical point. Van Dorn was unable to accept the Confederate defeat. With Rosecrans behind him and Federal forces under Gen. E. O. C. Ord coming from Bolivar Van Dorn proposed another Confederate attack! He wanted to reform the army quickly and countermarch to Rienzi and then attack Corinth from the south. His subordinate generals all advised against it saying that two of his three divisions were too disorganized and would have to "re-form and re-fit" before starting any new aggressive action.

Despite this advice Van Dorn sent his pioneers and some cavalry off from Chewalla toward Rienzi before dawn. He reluctantly recalled these troops and moved on toward Davis' Bridge only after "a friend" (most probably Gen. Dabney Maury) convinced him that such a move would certainly result in the loss of his entire wagon train.

Four Federal divisions were in pursuit from Corinth but there was confusion about which roads to take and all four divisions arrived at the same intersection seven miles from Corinth simultaneously. It resulted in a giant traffic jam. In contrast, Gen. Ord was making good progress from Bolivar and arrived at Davis' Bridge shortly after the Confederates. A sharp contest resulted and the Confederates who were on the west side of the Hatchie River were driven back to the east side. The Yankees charged across the bridge under fire. General Ord was wounded and turned command over to the next senior officer on the field, General Stephen Hurlbut. With Rosecrans held up twelve miles away at the Tuscumbia River and Davis' Bridge on the Hatchie River blocked by Ord's Federals Van Dorn had to retreat six miles south along the east side of the Hatchie until he reached the Bone Yard Road that led to a crossing at Crum's Mills.

The 33rd Mississippi was in the middle of the Confederate column and played no role in the fighting at Davis' Bridge. The Confederates crossed throughout the night of 6 October 1862 under the personal supervision of General Sterling Price and arrived the next day at Ripley, Mississippi, expecting to do battle again with Rosecrans. The Confederates went into a line of battle but when Rosecrans failed to appear they continued on to Holly Springs, arriving on 10 October 1862. The 33rd Mississippi camped in town for four days and then moved camp six miles north of Holly Springs to the bank of the Coldwater River and named the camp, appropriately, Camp Coldwater. The regiment remained here until 5 November 1862. There were dramatic changes in the weather. The Battle of Corinth had been fought in heat so severe that men passed out from sunstroke but after moving to Camp Coldwater there was snow and bitter cold. Pvt. Van Kees recorded in his diary the deaths of L. W. Maxwell and Jesse Maxwell from "newmonia."