During the Battle of Dug Springs, McCullock sent Brig. Gen. James S. Rains with six mounted companies of the 8th Division of the Missouri State Guard, a company of Arkansans, and about 400 men to lead the southern advance because many of his men knew the area and its terrain. Rains kept about 10 miles ahead of the rest of the Southern force. At about 9 a.m. on Aug. 2, his pickets encountered Lyon’s advance guard in a narrow valley where dense forest on the ridge concealed the size of both forces. The Union advance included four companies of Second U.S. Infantry under Capt. Frederick Stelle and Lt. W.I. Lothrop, a company of 4th U.S. Cavalry under Capt. D.S. Stanley, and Capt. James Totten’s battery of the 2nd U.S. Artillery. After receiving two shots from Totten’s artillery, the Southern pickets fell back to Rains’ camp, and Rains moved his whole guard forward to meet the Union troops about 3 miles away. Skirmishers from each side went forward, but Southern sharpshooters forced the Union parties back. After about five hours, Capt. James McIntosh arrived with about 150 mounted men of the regular Confederate Army, reconnoitered the Union strength, underestimated it at not more than 150 troops, reminded Rains that he was not to engage the Union force, and then withdrew to the main body. At about 5 p.m., Steele’s Union skirmishers saw an advancing Southern column, and the Federals formed a battle line and moved toward it. As shots were exchanged, a large force of State Guardsmen came from the woods and attacked Steele’s infantry from the left and front, cutting them off from Stanley’s cavalry. In the confusion, one of Stanley’s subordinate officers shouted "charge!" and about 25 horsemen broke through the State Guard line. The surprised guardsmen panicked, broke ranks, and fled to the woods, where they regrouped, rejoined the larger cavalry force, and counterattacked. Totten’s battery then fired its two 6-pound guns, and the guardsmen scattered again, leaving about 200 horses tied in the ravine. Steele’s infantry and Stanley’s cavalry pursued the Southerners briefly before Lyon recalled them, and Rains’s men retreated to the main Southern army.