With the Grafton Guards in Wheeling, Porterfield occupied Grafton on May 25, but left three days later for Philippi, when he realized his vastly outnumbered forces were facing a pincer movement from troops under the Wheeling militia's Col. Benjamin Franklin Kelley (soon to become a Brigadier General and who would station his Railroad Division at Grafton) as well as various Ohio and Indiana units sent by Union General George McClellan, a U.S. Army officer turned railroad man whom President Lincoln had placed in charge of the Department of the Ohio. Kelley planned to attack the Confederates and drive them away from the vital railroads. Although reinforced by about 400 men at Philippi, the Confederates, realizing themselves vastly outnumbered in the June 3 attack, fled, leaving more than 750 muskets, ammunition, wagons, horses, medical supplies and tents behind, so the Battle of Philippi (West Virginia) would sometimes be called the "Philippi Races." Gen. Lee soon replaced Porterfield with CSA Gen. Robert S. Garnett.