In the latter part of May, General Morgan undertook the expedition known as the "last" or "June raid" into Kentucky. He had many reasons for undertaking this expedition. He was impatient to retrieve, in some manner, the losses of the Ohio raid, by another campaign of daring conception, and, he hoped, successful execution. He wished to recruit his thinned ranks with Kentuckians, and to procure horses for the men who had none. Moreover, there were excellent military reasons for this movement.

Averill and Cook were not far off, and could pounce down at any moment, but were supposed to be awaiting reinforcements, without which they would not return.

These reinforcements were coming from Kentucky under Burbridge and Hobson, and consisted of all or nearly all the troops in Kentucky, available for active service.

General Morgan despaired of successfully resisting all these forces if they united and bore down on the department. But he believed that, if he could move into Kentucky, and gain the rear of the forces coming thence before the junction with the other Federal forces was affected, he could defeat the plan. The Kentucky troops would turn and pursue him, and the attack upon the department would not be made. In short, he hoped to avoid invasion and attack by assuming the offensive—to keep the enemy out of Southwestern Virginia by making an irruption into Kentucky.

He wrote on the 31st of May to General S. Cooper, Adjutant General, detailing his plan and the information upon which it was based.

In this letter, he said: "While General Buckner was in command of this department, he instructed me to strike a blow at the enemy in Kentucky.

"As I was on the eve of executing this order, the rapid movement of the enemy from the Kanawha valley, in the direction of the Tennessee and Virginia Railroad, made it necessary that I should remain to co-operate with the other forces for the defense of this section. Since the repulse of the enemy, I have obtained the consent of General Jones to carry out the original plan agreed on between General Buckner and myself."

"I have just received information that General Hobson left Mt. Sterling on the 23rd inst., with six regiments of cavalry (about three thousand strong), for Louisa, on the Sandy. This force he has collected from all the garrisons in Middle and Southeastern Kentucky. At Louisa there is another force of about two thousand five hundred cavalry, under a colonel of a Michigan regiment, recently sent to that vicinity. It is the reported design of General Hobson to unite with this latter force, and co-operate with Generals Averill and Crook in another movement upon the salt works and lead mines of Southwestern Virginia." "This information has determined me to move at once into Kentucky, and thus distract the plans of the enemy by initiating a movement within his lines. My force will be about two thousand two hundred men. I expect to be pursued by the force at Louisa, which I will endeavor to avoid. There will be nothing in the State to retard my progress but a few scattered provost-guards."

In the latter part of May, General Morgan commenced the movement indicated in this letter.

His division consisted of three brigades. The first under command of Colonel Giltner, was between ten and eleven hundred strong, and was a magnificent body of hardy, dashing young men, drawn chiefly from the middle and eastern counties of Kentucky. The second brigade was composed of the mounted men of the old Morgan division. It consisted of three small battalions, commanded respectively by Lieutenant Colonel Bowles and Majors Cassell and Kirkpatrick. It was between five and six hundred strong and was commanded by Lieutenant Colonel Alston. The third brigade was composed of the dismounted men of both the other commands, the greater number, however, being from the second brigade. It was organized into two battalions, commanded respectively by Lieutenant Colonel Martin and Major Geo. R. Diamond, a brave and exceedingly competent officer of Giltner's brigade. The third brigade was about eight hundred strong and was commanded by Colonel D. Howard Smith. No artillery was taken—it could not have been transported over the roads which General Morgan expected to travel. The column reached Pound Gap on the 2nd of June and found it occupied by a force of the enemy. Colonel Smith was ordered to clear the path, and pushing his brigade forward, he soon did it. Several horses were captured, which was accepted as a happy omen.