Sending a scouting party to observe the direction taken by the retreating enemy, and to ascertain if they joined a larger force and turned again, General Morgan pressed on, hoping to reach Mt. Sterling—the general Federal depot of supplies and most important post in that portion of Kentucky—before General Burbridge could return from the extreme eastern part of the State. As Burbridge was incumbered with artillery and would be two or three days in getting the news, General Morgan confidently believed that he could reach Mt. Sterling first. The mountainous country of Southeastern Kentucky, so rugged, steep and inhospitable, as to seem almost impossible of access, had to be traversed for this purpose. More than one hundred and fifty miles of this region was marched over in seven days. The dismounted men behaved heroically. Straining up the steep mountain sides, making their toilsome way through gloomy and deep ravines, over tremendous rocks and every formidable obstacle which nature collects in such regions against the intrusion of man, footsore, bleeding, panting, they yet never faltered or complained, and richly won the enthusiastic eulogy of their commander. They marched from twenty-two to twenty-seven miles each day. This march was terribly severe upon the mounted commands also. The fatigue and lack of forage caused many horses to break down—and the dismounted brigade was largely augmented. Colonel Giltner stated that he lost more than two hundred horses in his brigade.

On the 6th of June, Colonel Smith was transferred to the command of the second brigade. Lieutenant Colonel Martin was then assigned to command of the third. On the 7th, finding that he would succeed in anticipating Burbridge at Mt. Sterling and that he would not require his whole force to take the place, General Morgan dispatched Captain Jenkins with fifty men to destroy the bridges upon the Frankfort and Louisville Railroad to prevent troops arriving from Indiana for the defense of Lexington and Central Kentucky. He sent Major Chenoweth to destroy bridges on the Kentucky Central Railroad to prevent the importation of troops from Cincinnati, and he sent Captain Peter Everett with one hundred men to capture Maysville. General Morgan instructed these officers to accomplish their respective commissions thoroughly but promptly, to create as much excitement as possible, occasion the concentration of forces already in the State at points widely apart, to magnify his strength and circulate reports which would bewilder and baffle any attempt to calculate his movements and to meet him within three or four days at Lexington.

When the command emerged from the sterile country of the mountains into the fair lands of Central Kentucky, the change had a perceptible and happy effect upon the spirits of the men. Night had closed around them, on the evening of the 7th, while they were still struggling through the ghastly defiles or up the difficult paths of the "Rebel trace," still environed by the bleak mountain scenery. During the night, they arrived at the confines of the beautiful "Blue Grass country," and when the sun arose, clear and brilliant, a lovely and smiling landscape had replaced the lowering, stony, dungeon like region whence they had at last escaped. The contrast seemed magical—the song, jest and laugh burst forth again and the men drew new life and courage from the scene.

In the early part of the day, the 8th, the column reached the vicinity of Mt. Sterling, and preparations were made for an immediate attack upon the place. On the previous day, Captain Lawrence Jones, commanding the advance-guard, had been sent with his guard to take position upon the main road between Mt. Sterling and Lexington, and Captain Jackson was sent with one company to take position between Mt. Sterling and Paris. These officers were instructed to prevent communication, by either telegraph or courier, between Mt. Sterling and the other two places. The enemy were simultaneously attacked by detachments from the first and second brigades and soon forced to surrender with little loss on either side. Major Holliday, of the first brigade, made a gallant charge upon the encampment which drove them in confusion into the town. Three hundred and eighty prisoners were taken, a large quantity of stores and a number of wagons and teams.

Leaving Colonel Giltner to destroy the stores, and provide for the remounting upon the captured horses of a portion of the dismounted men, General Morgan marched immediately for Lexington with the second brigade. Burbridge making a wonderful march—moving nearly ninety miles in the last thirty hours—reached Mt. Sterling before daybreak on the 9th. Then occurred a great disaster to General Morgan's plans and it fell upon the brave boys who had so patiently endured, on foot, the long, painful march. Some of these men had marched from Hyter's Gap in Virginia, to Mt. Sterling, a distance of two hundred and thirty miles in ten days. Their shoes were worn to tatters and their feet raw and bleeding, yet on the last day they pressed on twenty-seven miles. Encamping not far from the town but to the east of it, Colonel Martin directed Lieutenant Colonel Brent, who had been left with him in command of some forty or fifty men to act as rear-guard, to establish his guard at least one mile from the encampment and picket the road whence the danger might come. Lieutenant Colonel Brent had been assigned to General Morgan's command a short time previously to this expedition and was not one of his old officers. Information which had been received a day or two before had induced the belief that Burbridge was not near. Scouts sent by General Morgan to observe his movements had returned, reporting that he had moved on toward Virginia. This information convinced General Morgan that he would not arrive at Mt. Sterling for two or three days after the 8th—although satisfied that he would come.

Colonel Giltner's command was encamped some distance from Martin's and upon a different road, and was not in a position to afford the latter any protection. Brent, neglecting the precaution enjoined by Martin, posted his guard only one or two hundred yards from the encampment of the dismounted men and extended his pickets but a short distance further.

On the next morning, about three o'clock, the enemy dashed into the camp, the pickets giving no warning, and shot and rode over the men as they lay around their fires. Many were killed before they arose from their blankets. Notwithstanding the disadvantage of the surprise, the men stood to their arms and fighting resolutely, although without concert, soon drove the assailants out of the camp. Being then formed by their officers, they presented a formidable front to the enemy who returned, in greater strength as fresh numbers arrived to the attack. The fight was close and determined upon both sides. Colonel Martin's headquarters were at a house near by. He was awakened by the rattling shots and springing upon his horse, rode toward the camp to find the enemy between himself and his men. Without hesitation he rode at full speed through the hostile throng, braving the volleys of both lines, and rejoined his command. The enemy brought up a piece of artillery, which was taken by a desperate effort, but was soon recaptured. The poor fellows undaunted by weariness, the sudden attack upon them, and their desperate situation fought with unflinching courage for more than an hour.

At length Colonel Martin fell back, cutting his way through Mt. Sterling which was occupied by the enemy. Two miles from the town he met Colonel Giltner, and proposed to the latter that, with their combined forces, the fight should be renewed. Giltner acceding, it was arranged that he should attack in front, while Martin, moving around to the other side of the town again, should take the enemy in the rear. This being done, the fight was pressed again with energy, until Martin's ammunition failing he was compelled to withdraw. The enemy was too much crippled to pursue.