Marshall's scouts had told him that Garfield was pursuing him and would most likely advance up the creek from Prestonsburg. He had also received reports—which subsequently proved to be false—that Cranor's 40th Ohio Infantry was advancing towards Prestonsburg from Salyersville. By positioning his troops at the Forks of Middle Creek, Marshall believed that he could intercept Cranor and defeat him before he joined Garfield. Cranor, however, anticipating this possibility, took the road to Paintsville, followed Garfield to Prestonsburg, and joined him while the battle was in progress.
Along the ridge to his right, Marshall placed Moore's 29th Virginia Infantry and Williams' 5th Kentucky Infantry regiments. He placed Jeffress' artillery battery on the ridge behind the Forks, where it could sweep the bottom land up and down the creek, and he placed Trigg's 54th Virginia Infantry directly behind his artillery, holding it in reserve. Marshall placed two dismounted companies of the 1st Kentucky Cavalry, commanded by Clay and Thomas, on a ridge running north from the apple orchard on his left. Three more companies of the 1st Kentucky, under Shawhan, Cameron, and Stone, he held in reserve on his immediate right, next to his artillery. Holliday's cavalry company was given the job of guarding his supply train. Marshall commanded his troops from a position near his four artillery pieces, believing that they would play a decisive role during the battle.
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