After riding across Virginia for three days on a raid to destroy parts of the Virginia Central Railroad, Gen. Philip H. Sheridan's 9,300 cavalrymen and horse artillerists crossed the North Anna River at Carpenter's Ford about two miles north and camped here on the night of June 10, 1864, with Sheridan's headquarters at Clayton's Store near the intersection just north. Although Sheridan knew Confederate forces were in the area, he did not know that two nearby cavalry divisions under Gen. Wade Hampton had camped close by. Gen. Wesley Merritt's brigade bivouacked south along the Marquis Road, with Merritt's headquarters at the Buck Chiles farm; Gen. George A. Custer's camps lay farther south toward Louisa Court House; and Col. Thomas C. Devin's brigade encamped on the Woolfolk Farm on the Fredericksburg Road. Sheridan planned the next day to continue to Gordonsville and Cobham Station on the Virginia Central Railroad, sending Merritt's and Devin's brigades and his wagon train, followed by Gen. David M. Gregg's division, down the Fredericksburg Road toward Trevilian Station, while Custer's brigade took the Nunn's Creek Road to the Gordonsville Road, turned west, and rejoined the rest of the force at Trevilian Station. This plan put Sheridan's force on a collision course with Hampton's divisions.