The State was threatened with invasion by two Rebel armies marching from Tennessee. One came from Nashville, under the lead of Albert Sidney Johnston and S. B. Buckner, and the other from Cumberland and Gap, under Crittenden and Zollicoffer. Anderson soon realized that the Federal forces at hand were not able to resist these two armies, and decided at once to send Sherman to the Governors of Indiana and Illinois for help, and also to General Fremont, who was now in command at St. Louis, while Anderson himself and Thomas would go to Louisville and organize the military forces there.

Sherman found Governor Morton, of Indiana, as busy as could be raising and equipping regiments, which, however, were all sent either to McClellan or to Fremont. He found Governor Yates, of Illinois, equally diligent, but all his troops were sent to Fremont. So he hastened to St. Louis. There he found much activity and preparation. When he inquired for General Fremont he was told, "You needn't suppose that he will see you!" Then he was told that Fremont was assuming extraordinary dignity, surrounding himself by elaborate guards and a showy court, and that he delighted in showing his authority by keeping State Governors and other important men waiting for days before he would condescend to grant them an interview.

"Oh, shucks!" said Sherman; "he'll see me!" So early the next morning, at sunrise, he went to Fremont's headquarters. A sentinel with a naked sword was on guard at the door. Sherman inquired if Fremont was up yet. The guard said he didn't know. "Then find out!" said Sherman in a peremptory tone. The sentry called for the corporal of the guard, to whom Sherman addressed the same inquiry; the same answer was given, and then Sherman repeated the same command. The corporal went into the house, and a few minutes later the front door opened and Isaiah C. Woods, an old California acquaintance of Sherman's, came out. Sherman had a friendly chat with him, and told him that he must see Fremont at once. So Woods returned to the house and in a few minutes Sherman was ushered into Fremont's presence. Fremont was very cordial, but was unable to offer Sherman any immediate assistance as, he said, he must first drive the Rebel army out of Missouri.

That afternoon Sherman left St. Louis and returned to Louisville. He found that city surcharged with excitement. The Legislature had declared for the Union, and the Rebel armies were rapidly advancing through the State. A. S. Johnston was entrenched at Bowling Green, Zollicoffer was at Somerset, Pillow and Polk occupied Columbus, and Buckner was rapidly advancing on Louisville. The Federal commanders were utterly unprepared to cope with them. Grant had a strong force at Paducah, but Anderson at Louisville was practically helpless. Buckner's Rebel army was only thirty miles away and would perhaps already have been in Louisville had not a loyal citizen, named Bird, displaced a railroad rail, and thus wrecked the train which was bringing Buckner's advance guard. This incident caused some delay to Buckner and saved the city.

Sherman set to work vigorously, bringing into the city all available troops and getting them ready for action. His headquarters were at Muldraugh's Hill, where he massed his troops. But now a new trouble arose. Worry and anxiety told seriously upon Anderson and he declared that he must resign his command or he would die. On October 8th, he did actually resign, and Sherman, as the senior Brigadier-General, succeeded him in command. This was much against Sherman's own wishes, and in direct violation of the agreement between him and President Lincoln. He protested to the War Department against being put in Anderson's place, and was assured that Buell would be soon appointed to relieve him.

The work of organizing for defence went steadily on, and the Rebel advance was for a season checked. The Government at Washington appeared, however, to be devoting nearly all its attention to McClellan and Fremont, and to be neglecting the army in Kentucky altogether. This was Sherman's feeling at the time. But about the middle of October, Simon Cameron, the Secretary of War, accompanied by Adjutant-General Lorenzo Thomas and six or seven newspaper men, paid Sherman a flying visit at Louisville. Cameron asked Sherman to talk freely about the situation, assuring him that the interview was entirely confidential.

Sherman accordingly spoke with his customary frankness. He complained that the new troops, as fast as they were enlisted, were sent either to McClellan or to Fremont, and that he got none of them; that his forces were utterly inadequate to cope with the enemy, and that the Rebel army under Johnston could take Louisville any day. Cameron expressed great astonishment at this, and declared that the Kentucky Senators and Representatives had assured him that they had plenty of men in Kentucky, and only needed arms. Sherman said that this was not true, that the young men were going over to the Rebels wholesale, and that the supply of arms furnished was scanty in quantity and defective in quality.

Cameron was alarmed at these statements, and promised to do all in his power to help Sherman. Then Sherman unrolled a big map, and pointed out the great importance of resisting the Rebel advance along the Kentucky line. McClellan was guarding one hundred miles with one hundred thousand men, and Fremont one hundred miles with sixty thousand men, while he had only eighteen thousand men to guard over three hundred miles. He ought to have, he said, sixty thousand men at once for defensive purposes, and if he was to assume the aggressive he would need two hundred thousand. These estimates startled Cameron, and when he returned to Washington, a few days later, he spoke of them as "insane." The word was quickly taken up, and soon the whole country was ringing with the startling intelligence that the Commander of the Army of the Cumberland was a madman. Before this, however, Sherman had written as follows to Adjutant-General Thomas:

"On my arrival at Camp Dick Robinson, I found General Thomas had stationed a Kentucky regiment at Rock Castle Hill, beyond a river of the same name, and had sent an Ohio and an Indiana regiment forward in support. He was embarrassed for transportation, and I authorized him to hire teams, and to move his whole force nearer to his advance-guard so as to support it, as he had information of the approach of Zollicoffer toward London. I have just heard from him, that he had sent forward General Schoepf with Colonel Wolford's Cavalry, Colonel Steadman's Ohio Regiment, and a battery of artillery, followed on a succeeding day by a Tennessee brigade. He had still two Kentucky regiments, the Thirty-eighth Ohio, and another battery of artillery, with which he was followed yesterday. This force, if concentrated, should be strong enough for the purpose; at all events, it is all he had or I could give him.

"I explained to you fully, when here, the supposed position of our adversaries, among which was a force in the valley of Big Sandy, supposed to be advancing on Paris, Kentucky. General Nelson, at Maysville, was instructed to collect all the men he could, and Colonel Gill's Regiment of Ohio Volunteers. Colonel Harris was already in position at Olympian Springs, and a regiment lay at Lexington, which I ordered to his support. This leaves the line of Thomas's operations exposed, but I cannot help it. I explained so fully to yourself and the Secretary of War the condition of things, that I can add nothing new until further developments. You know my views, that this great centre of our field is too weak, far too weak, and I have begged and implored till I dare not say more.