In March of 1864, the Union Army began the Red River Campaign, a plan to subdue Arkansas and Louisiana and capture Texas cotton for northern mills. By mid-April, the Arkansas arm of the campaign was stalled in Camden. A Union foraging party and wagon train had been captured at Poison Spring, and feeding the large Union Army had become a serious problem. On April 20, 1864, a supply train brought 10-days' half-rations to Major General Frederick Steele's Union army. On the 23rd, under heavy guard, the train began its ill-fated return to Pine Bluff.
The wagon train, commanded by Lt. Colonel Francis M. Drake, included 211 government wagons and was guarded by 3 regiments of infantry, 240 cavalry, and 4 pieces of artillery, in all some 1,600 men, not including 520 men of the 1st Iowa Veteran Volunteer Cavalry who were following the train home on furlough. Joining the train for protection were 50 to 75 private vehicles, cotton speculators, unionist refugees, sutlers, camp followers, and about 300 refugee slaves.
On April 24, upon learning that this large Union supply train had left Camden, Confederate Brigadier Generals James F. Fagan and Joseph O. Shelby selected four brigades of cavalry and began a hurried march toward the junction of the Camden, Mount Elba and Pine Bluff roads to intercept this prize.
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