The state highway follows SR 198 east along Buckley Hall Road, passing through another mix of woodland and farmland, to another three-way intersection where the two routes split.

The state highway continues through agricultural areas in the unincorporated village of Topping, before it passes to the southeast of Hummel Field, a local airport that serves Saluda.

Past White Stone, SR 3 resumes its Mary Ball Road name, and widens to a four-lane divided highway, before becoming undivided again when it enters the town of Kilmarnock, becoming Main Street.

From this point, the state highway runs West-Northwest through a residential strip consisting of farmhouses, as well as open farm fields between Farnham and the hamlet of Emmerton.

Northwest of Emmerton, SR 3 widens again into a divided highway with four lanes, with a wide, grassy median, that crosses over Totuskey Creek on the Richmond County Veterans Memorial Bridge.

SR 3 narrows to two lanes as it approaches the center of Montross, where it reverse turns and passes east of the Historic Westmoreland County Courthouse, before it leaves town and regains it shoulder.

It continues north-northwest through rural forested areas with nearby farms and residences, where it intersects SR 214, the primary access road to Stratford Hall, in the hamlet of Lerty.

From here, the state highway turns northwest and passes through the rural villages of Index and Shiloh, before coming to a four-way intersection with US 301 in the hamlet of Office Hall.

The state highway comes back into rural surroundings in the hamlet of Comorn, and begins to parallel the Rappahannock River, located a short distance to the south of the road.

The state highway continues through a mix of woods and farm fields, passing through the hamlet of Little Falls, prior to heading into residential and commercial areas of suburban development.

In this area, SR 3 features a parallel route along a branch of CSX Transportation's RF&P Subdivision rail line on the northeast before drawing away from the tracks at a modified T-intersection.

SR 3 narrows back to four lanes, as it reverts to rural surroundings with the terrain becoming more hilly, as it crosses the Atlantic Seaboard Fall Line from the Tidewater Region to the Piedmont Plateau.

Upon entering Orange County, SR 3 becomes Germanna Highway and turns northwest through forested areas, before becoming a commercial strip road serving the planned communities in the suburban development of Lake of the Woods.

The state highway heads through more areas of rolling hills before it comes into Culpeper County, at the crossing of the Rapidan River to the northwest of the Germanna site.

US 522 heads south from Winfrey toward the town of Mineral while northbound US 522 joins westbound SR 3 to reach an interchange with US 15/US 29, a short distance to the west and close to the location of the National Audio-Visual Conservation Center.