After his strong defensive position on Hager’s Hill was outflanked, Marshall fell back toward Prestonsburg and Middle Creek, hoping to draw Garfield into an ambush. Having abandoned his fortified position south of Paintsville on January 5, Marshall marched westward to try to intercept Col. Jonathan Cranor’s 40th Ohio before it could unite with Garfield, but muddy roads slowed his supply train and forced him to continue the retreat to Prestonsburg. While Marshall made this unsuccessful movement, Garfield sent his cavalry forward and fought Marshall’s rear guard at Jenny’s Creek on January 6, occupied Paintsville on January 7, and reached the abandoned fieldworks at Hager Hill the next day. On January 9 Garfield set out for Prestonsburg with his cavalry and 1,100 selected infantrymen in an effort to overtake the retreating Confederates. Marshall reached Abbott Creek that night and sent men to May’s Mill to grind corn for his hungry troops, but Garfield’s advancing soldiers drove them off. After camping on Abbott Creek, Marshall moved across the ridge to the Forks of Middle Creek, where he deployed his men on the surrounding slopes and waited for Garfield’s columns to advance up the valley. Marshall’s command numbered about 1,950 Kentuckians and Virginians, including the 5th Kentucky Infantry, the 1st Battalion Kentucky Cavalry, the 29th Virginia Infantry, the 54th Virginia Infantry, and Captain William C. Jeffress’ sixty-man battery of four 6-pounder and 12-pounder cannons.