Col. John Reese Kenly, in command of the Union forces, established his headquarters in the Vanoort House. He withdrew his force to Camp (Richards') Hill, supported by a section of artillery. The Union line extended in an arc from the South Fork to Happy Creek, defending the South Fork bridge. Kenly's artillery opened fire and slowed the Confederate advance. The Confederate infantry advanced through town, deploying into line of battle under an accurate artillery fire. A Confederate flanking column moved to the east, crossing Happy Creek in an attempt to force Union withdrawal without a frontal assault. After a long delay because of the muddy roads, a battery of rifled artillery was deployed on or near Prospect Hill to counter the Union guns on Camp Hill.