Pursued by Garfield after his strong defensive position on Hager's Hill was outflanked, Marshall decided to fall back to Prestonsburg, move up Middle Creek, and lure his adversary into an ambush.
After abandoning his fortified position on Hager Hill south of Paintsville on January 5, Marshall marched westward in an attempt to intercept Col. Jonathan Cranor's 40th Ohio and defeat him before he could unite with Garfield. However, the muddy condition of the roads slowed Marshall's supply train to a crawl, so he decided to fall back to Prestonsburg. While Marshall made his futile march to intercept Cranor, Garfield threw his cavalry forward and clashed sharply with Marshall's rear guard at Jenny's Creek on January 6.
On January 7 Garfield occupied Paintsville, and on the following day his forces reached Marshall's abandoned fieldworks at Hager Hill. On January 9, determined to overtake the fleeing rebels, Garfield set out for Prestonsburg with his cavalry and 1,100 selected men from his infantry regiments. Marshall reached Abbott Creek at nightfall on January 9 and sent a squad of men to May's Mill in order to grind corn for his hungry men. However, they were driven off by Garfield's advancing bluecoats. After camping on Abbott Creek, Marshall moved his men across the ridge to the Forks of Middle Creek, where he deployed
them on the surrounding slopes and waited for Garfield's columns to advance up the Middle Creek Valley.
Marshall's command consisted of approximately 1,950 men and was made up of both Kentuckians and Virginians. The 5th Kentucky Infantry, organized at Prestonsburg in the fall of 1861, was largely composed of Eastern Kentuckians. It was augmented by the 1st Battalion Kentucky Cavalry, composed of men from Central Kentucky; Colonel Alfred C. Moore's 29th Virginia Infantry; Colonel Robert C. Trigg's 54th Virginia Infantry; and Captain William C. Jeffress' sixty-man battery of four 6-pounder and 12-pounder cannons.
This map, drawn by one of Marshall's officers, clearly shows the disposition of his troops. His command post was located at Fitzpatrick's "The Forks Farm," shown at lower left. On the ridge to his right Marshall placed Moore's 29th Virginia, indicated by the letter "M," and William's 5th Kentucky, symbolized by the letter "W." Jeffress' artillery battery is shown at lower left, and the cavalry companies commanded by Shawhan, Cameron, and Stone are shown at lower left center. Trigg's 54th Virginia is shown on the little hill between Jeffress's two batteries. On the ridge running north from Fitzpatrick's apple orchard, Marshall placed cavalry companies commanded by Clay and Thomas, shown
by letters "C" and "T." Holliday's company, guarding the supply train, is shown at lower left.