Scouts from Averell's 2nd Division, Cavalry Corps, detected Confederate cavalry near Culpeper Court House about three weeks later. Averell assembled a force of 3,000 cavalrymen and six artillery pieces (the 6th Battery, New York Light Artillery, under Captain Joseph W. Martin) and set off for Kelly's Ford on the Rappahannock River between Fauquier and Culpeper Counties. After various troops were detached to cover his movements and to engage the enemy's pickets at Rappahannock Station, he had 2,100 men ready for battle in three brigades, commanded by Col. Alfred N. Duffié, Col. John B. McIntosh, and Capt. Marcus Reno. Facing him was a detached Confederate brigade commanded by Fitzhugh Lee, 800 men in five regiments, with a two-gun artillery section.