Confederate forces took Mt. Sterling on the previous day. Early on June 9, 1864, U.S. forces under General S. G. Burbridge attacked Confederate troops under Col. R. M. Martin camped on Camargo Pike. Col. H. L. Giltner brought a Confederate force from Levee Road, but both were driven through the city. The Confederates counterattacked, but were repulsed. Both sides suffered heavy losses. Morgan joined them and took Lexington the next day.