More than a month after Confederate Col. John S. Williams left Kentucky, following the fight at Ivy Mountain, Brig. Gen. Humphrey Marshall led another force into southeast Kentucky to continue recruiting activities. From his headquarters in Paintsville, on the Big Sandy River, northwest of Prestonsburg, Marshall recruited volunteers and had a force of more than 2,000 men by early January, but could only partially equip them.
Union Brig. Gen. Don Carlos Buell directed Col. James Garfield to force Marshall to retreat back into Virginia. Leaving Louisa, Garfield took command of the 18th Brigade and began his march south on Paintsville. He compelled the Confederates to abandon Paintsville and retreat to the vicinity of Prestonsburg. Garfield slowly headed south, but swampy areas and numerous streams slowed his movements, and he arrived in the vicinity of Marshall on the 9th.
Heading out at 4:00 am on January 10, Garfield marched a mile south to the mouth of Middle Creek, fought off some Rebel cavalry and turned west to attack Marshall. Marshall had put his men in line of battle west and south of the creek near its forks. Garfield attacked shortly after noon, and the fighting continued for most of the afternoon until Union reinforcements arrived in time to dissuade the Confederates from assailing the Federal left.
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