The river is formed in eastern Kentucky at Beattyville, in Lee County, when the North, Middle and South Forks meet at about 670 feet (204 m). The river flows generally northwest, and is highly meandering in the mountains. It then flows through Daniel Boone National Forest, then past Irvine and Boonesborough, then southwest, passing south of Lexington, then north through Frankfort. It joins the Ohio at Carrollton.