Irvine and his command rushed into town to find Samuel C. Means and his Unionist Loudoun Rangers guarding the courthouse. The Rangers, having been severely manhandled by E.V. White and his partisan Rebels a few days prior at Waterford, put up little resistance before retreating north up King Street (Route 15), though not before suffering four wounded. The Rangers fell back on Cole's Maryland Cavalry, who were positioned to the north of town at the Big Spring (near present day Tutt Lane), with Irvine's command in hot pursuit. Cole's dismounted command began to engage Irvine, but moments later Munford's command attacked from their rear flank, having been able to circumvent the Union position by riding around its left flank along the river and approaching its rear via Smart's Mill Lane, which Cole had foolishly left unguarded.