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 shor

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