The Road to Perryville: The Kentucky Campaign of 1862

By Dr. Robert S. Cameron, Historian, U.S. Army Armor Center, Fort Knox

In 1862 the South strove to end the Civil War on terms favorable to the Confederacy. From New Mexico to Maryland, Southern armies embarked upon a series of offensives to ensure the Confederacy's survival. Southern leaders believed that an aggressive military strategy would demonstrate the viability of an independent Confederate States of America and trigger European intervention on its behalf. Central to this strategy was the invasion and seizure of the border states. The populations and land of Missouri, Kentucky, and Maryland represented significant potential resources for the South. Northern armies contested every move into the border states, but the Union's industrial might and larger population had yet to be harnessed effectively to its war effort. The South needed to achieve political and military victories before the greater resources of the North crushed the Confederacy into submission.

The North struggled to ensure the border states remained loyal to the United States. Early efforts to do so in Missouri nearly came to ruin at Wilson's Creek in August 1861. There the Confederates won a victory and proceeded to overrun much of the state. However, the victorious Southern militia soon melted away, and the Union hold upon the state strengthened. A subsequent effort by Major General Earl Van Dorn to lead a Confederate invasion into Missouri ended with the defeat of his army at Pea Ridge in March 1862. Maryland's proximity to Washington minimized the likelihood of its secession, despite the Confederate sympathies of many of its inhabitants and its invasion by General Robert E. Lee's Army of Northern Virginia in September 1862. Kentucky's population split in its support for North and South. Union armies controlled much of the state by the end of 1861, but its continued security depended upon firm control of Tennessee as well. In the first half of 1862, a string of military successes brought much of the state under Union control. Eastern Tennessee, however, remained under Southern control and became the springboard for the Confederate invasion of Kentucky.

This campaign sought to encourage the commonwealth's secession and move the Confederacy's border in the West to the Ohio River. The state's populace was expected to provide willing recruits for the invading Southern armies. The battle of Perryville, however, ended these aspirations. After weeks of maneuvering, the contending armies finally clashed near this central Kentucky town. On a smaller scale, this fight resembled that of Antietam in which a lackluster Union performance on the battlefield nevertheless resulted in a strategic victory. In the wake of this battle, the Confederate invaders withdrew from Kentucky. The state remained firmly in the Union. Moreover, the North regained the initiative in the West after weeks of reacting to Confederate movements. In the wake of both Antietam and Perryville, the commanders of the Union armies engaged were both replaced. On the Confederate side, the army commander waged a war of words and recriminations with his subordinates over the conduct of the Kentucky invasion. This dissension did not end with the return of the invading forces to Tennessee. Instead, it continued to plague subsequent Confederate operations in the West.

Both sides scrutinized the campaign after its conclusion. Lost in this post-mortem analysis was the significance of what the Confederate forces in the West had attempted and achieved. Between June and October 1862 the Army of the Mississippi recovered from its defeat at Shiloh and retreat to Tupelo, Mississippi, regained the initiative, and carried the war deep into Kentucky. The campaign marked a stunning turnaround of Confederate fortunes in the West. Moreover, the invasion of Kentucky proved the only time during the war that the Confederates attempted to coordinate the actions of six different armies, drawn from three separate military departments. The guiding vision behind the campaign lay in mutually supporting operations by forces in Mississippi, Tennessee, and West Virginia. The Confederates also sought the recapture of central and western Tennessee, thereby securing the critical railroad junction at Chattanooga. Thus the invasion of Kentucky must be viewed in the broader context of Confederate goals and operations throughout the theater.

The War in the West 1861

Between the Mississippi River and the Appalachian Mountains lay a broad expanse that became the principal campaign area for the western theater. While Union forces assembled north of the Ohio River, the Confederates worked to raise an army in Tennessee. In between lay Kentucky. Upon the outbreak of war, this state declared its neutrality and its intent to resist incursions from either belligerent. Kentucky's stance effectively protected Tennessee's northern border. Its neutrality shielded Tennessee from both overland invasion and attacks up the Tennessee and Cumberland Rivers. The few Confederate military defenses erected at the war's start focused upon the Mississippi River. Kentucky's neutrality permitted the organization of Confederate forces in relative safety. This protective shield was needed, since few regiments existed, and those that did lacked weapons, equipment, and training.

Nevertheless, in September 1861 Major General Leonidas Polk, temporarily commanding Confederate forces in the West, ordered the seizure of Columbus, Kentucky. The town lay on heights overlooking the Mississippi River, and its control could block movement along the river. After its seizure, the emplacement of heavy cannon transformed Columbus into a Confederate strongpoint. Polk acted to preempt what he believed to be a similar Union effort to capture the town. The Northern commanders, however, had carefully avoided any overt violation of Kentucky's neutrality. Polk's move into the state made such caution unnecessary. Union regiments soon poured into Kentucky, and by year's end much of the state lay under their control.

Polk's tenure as commander ended with the arrival of General Albert Sydney Johnston. When the war commenced, Johnston was serving in the United States Army in California. He resigned his commission and headed eastward. After a lengthy journey, Confederate President Jefferson Davis made him a full general and assigned him to command the Western Military Department. This department stretched from the Appalachian Mountains across Tennessee and the Mississippi River to include Arkansas and the forces operating in Missouri. Johnston had insufficient forces to defend this broad tract, and he possessed little control over operations west of the Mississippi River. He opted for a forward defense of Tennessee, concentrating the bulk of his strength at Bowling Green, Kentucky. Smaller forces led by Polk at Columbus and Brigadier General Felix Zollicoffer near the Cumberland Gap protected his flanks. To prevent Union operations up the Tennessee and Cumberland Rivers, construction began upon Forts Henry and Donelson.

A steady accretion of Union strength faced these Confederate dispositions. The Department of Missouri, commanded by Major General Henry W. Halleck, included those forces in Missouri and west of the Cumberland River in Kentucky. Major General Don Carlos Buell commanded the Department of the Ohio, responsible for the area between the Cumberland River and the Appalachian Mountains. Personal rivalry, however, impeded effective cooperation between these two commanders.

The Union Juggernaut of 1862

The first months of 1862 opened with a string of Union successes against which Johnston seemed powerless to resist. In January political pressure in the North to assist the predominantly pro-Union population of eastern Tennessee resulted in Buell dispatching a 4,000-man column toward the region. Zollicoffer attacked this force near Mill Springs, Kentucky. The resultant battle on January 19 amid mud and rain, ended in Zollicoffer's death and the rout of his command. Although poor weather and rugged terrain precluded any further Union advance toward eastern Tennessee, the threat of such action remained.

In February, Brigadier General Ulysses S. Grant received Halleck's permission to attack Fort Henry. The poorly sited and constructed works fell on February 6 to a combined naval and infantry attack. Grant next moved against the better-defended Fort Donelson. Ten days later he captured the fort and 12,000 Confederate soldiers. Johnston could not afford such losses. Indeed, he had initially intended to leave only a token force at Fort Donelson, but reversed his decision and reinforced the position shortly before Grant attacked. With these Confederate reverses, Tennessee lay open to invasion via the Tennessee and Cumberland Rivers.

The fall of Forts Henry and Donelson made the Confederate position at Bowling Green untenable. A strong force remained at Columbus, but Grant's army lay between them and Johnston. Additionally, Buell advanced the Army of Ohio from Louisville toward Nashville, while a newly formed Union army commanded by Major General John Pope threatened Columbus. Johnston reacted by retiring to Nashville, but he considered the city indefensible and retreated to Murfreesboro. Left behind were stockpiles of badly needed supplies for the Confederate armies fighting in the West. Within a few days, Confederate forces also retreated from Columbus. Only a small force on Island No. 10 remained to contest Union operations down the Mississippi River. By the end of February the areas under Union control included all of Kentucky and much of western and central Tennessee.

West of the Mississippi River, Van Dorn assumed control of Confederate forces in Arkansas. He planned an aggressive advance through Missouri to threaten St. Louis and relieve the pressure upon Johnston. His campaign, however, proved short-lived. On March 7, Van Dorn's army suffered defeat at the battle of Pea Ridge, near the Arkansas-Missouri border. Unable to secure Arkansas from Union invasion, let alone threaten St. Louis, Van Dorn's survivors received orders to march to Corinth, Mississippi.

This town became the focus of Union aspirations, following the capture of Nashville.

Through Corinth ran the Confederacy's principal rail link with those states west of the Mississippi River. Railroads also connected Corinth with Columbus, Chattanooga, and Mobile. Corinth's capture would parallel related efforts to secure the Mississippi River and cut the Confederacy in two. Halleck planned the operation to capture the critical town. Following the victories at Forts Henry and Donelson, his command responsibilities had increased. He now commanded all Union forces west of the Appalachian Mountains, including the armies of Buell and Grant. Halleck intended these forces to concentrate at Pittsburgh Landing. Grant would move via the Tennessee River, while Buell marched overland to the juncture point. Once combined, the entire mass of 75,000 men would move directly upon Corinth.

On March 15 elements of Grant's army began arriving at Pittsburgh Landing. The next day Buell's force began their 122-mile march from Nashville through rain, mud, and flooded streams. The Confederates understood the significance of these movements and sensed their ultimate objective. Corinth was a logical next step for the Union armies. Therefore Johnston planned to attack Grant before Buell joined him. The Confederate plan owed much to the arrival of General P.G.T. Beauregard, who arrived in the West to serve under Johnston. Beauregard soon became the driving influence for the Confederate counterstrike.

Corinth became the gathering point for the Southern forces. Johnston feigned a retreat from Murfreesboro and arrived on March 23. Major General Braxton Bragg brought troops stripped from defenses along the Gulf of Mexico, while Beauregard worked to secure additional soldiers from state governors. Van Dorn, too, received orders to cross the Mississippi River and join the concentration at Corinth, but he arrived too late. Through these efforts, 42,000 soldiers lay poised to attack Pittsburgh Landing. Bragg assumed the role of the army's drillmaster and implemented a regimen of harsh discipline and training to improve the army's overall effectiveness.

On April 6 the Army of the Mississippi struck Grant near Shiloh Church. Despite initial success, the Confederates proved unable to rout the Union army or prevent its juncture with Buell. The next day the combined Union forces counterattacked and drove Johnston's army from the field. Johnston numbered among the slain, and Beauregard assumed command of a dispirited and defeated army. Island No. 10 fell to a combined Union land and naval operation on April 8, opening the Mississippi River to Northern incursion as far as Memphis. At Pittsburgh Landing, Halleck assumed personal control of the combined armies of Grant and Buell. Additional reinforcements soon swelled Union troop strength to over 100,000, while Beauregard's army dwindled. Halleck, however, first delayed his advance and then crept cautiously toward Corinth.

In the face of the Union juggernaut, Beauregard retreated to Corinth where Van Dorn joined him. However, water scarcity and unsanitary conditions incapacitated many of his soldiers. Beauregard did not believe the army could withstand a siege, despite the town's fortifications. At the end of May, the Confederate army abandoned Corinth and withdrew further south to Tupelo, Mississippi. Halleck did not pursue, but Union raids helped to expand the area under Northern control. Since the battle of Shiloh, 15,000 square miles had been lost to the Confederacy. Beauregard's army continued to shrink through desertions and sickness. Soldier morale plummeted and public criticism of the army commander for his defeat at Shiloh increased. On June 15, claiming reasons of ill health, Beauregard relinquished his command to Bragg.

Objective Chattanooga

While the Army of the Mississippi languished at Tupelo, Halleck prepared his next move. The principal options open to him lay in continuing to advance down the Mississippi River valley, securing western Tennessee, or advancing into eastern Tennessee. Union numbers, coupled with the diminished effectiveness of the Confederates, made each of these actions viable. Political pressure, however, finally resulted in the dispersal of the Halleck's army to secure western Tennessee and the dispatch of Buell with 40,000 men to capture Chattanooga. Since the war's onset, Lincoln had urged the Northern commanders in the west to attack into eastern Tennessee and protect the pro-Union population there. When this move was first attempted in January 1862, the victory at Mill Springs resulted. Winter conditions and rugged terrain, however, prevented further operations into eastern Tennessee. With the arrival of spring and a series of Union victories, conditions appeared favorable for a resumption of this effort. Moreover, seizure of Chattanooga would break the primary rail link between Confederate forces east and west of the Appalachian Mountains. It would threaten Southern small arms production and arsenals in Georgia. Chattanooga was the gateway to the Deep South, and its fall would deal a major blow to the Confederacy.

The commander of this operation possessed an impressive military career. Buell graduated from the United States Military Academy in 1841 and as a junior officer fought in the Mexican War. He remained in the Army and made it his career, serving in a variety of field and staff appointments, while many of his peers left the military. Buell reached the rank of lieutenant colonel by 1861. He demonstrated organizational and administrative abilities that complemented his personal courage and competence. When the Civil War began, these qualities ensured his value to the Union Army and his appointment to brigadier general. He assisted in building the Army of the Potomac, and in the process forged a lasting personal tie with McClellan, who became his friend and mentor. In recognition of his services, Buell received command of the Department of the Ohio and promotion to major general.

Like McClellan, Buell placed great emphasis upon discipline and logistics. Both men shared a philosophy of war that focused upon maneuver to achieve the most favorable conditions before entering battle. Buell considered war a science governed by principles that must be followed to achieve success. In his view:

My studies have taught me that battles are only to be fought for some important object; that success must be rendered reasonably certain if possible - the more certain the better; that if the result is reasonably uncertain, battle is only to be sought when very serious disadvantage must result from a failure to fight, or when the advantages of a possible victory far outweigh the consequences of probable defeat. These rules suppose that war has a higher object than that of mere bloodshed; and military history points for study and commendation to campaigns which have been conducted over a large field of operations with important results, and without a single general engagement.
Nor did Buell believe that Southern civilians should be exposed to the hardships of war and punished for their support of the Confederacy. Instead, he considered it necessary to respect their constitutional rights to ease reconciliation of North and South once hostilities ended. Winning the war meant defeating enemy armies, not waging war upon civilians and destroying their property and livelihoods. These views reflected Buell's personal feelings and the policy of the United States government in 1861. By mid-1862, however, the latter began to embrace a more aggressive and ruthless persecution of the war that did not spare civilians. Buell did not support this trend and remained wedded to the soft treatment of noncombatants.

Buell remained aloof to politics, focusing instead upon his military responsibilities. In doing so, he was out of step with the highly politicized nature of a civil war. Politics and patriotism filled the ranks of his army with citizen soldiers. These Buell trained and molded into a combat force, but he preferred the discipline and efficiency of professional soldiers. He communicated this bias through a cold and uncharismatic demeanor. He did not explain his plans to subordinates, much less to reporters and politicians. He remained a distant figure, who concentrated command authority in himself and expected subordinates to obey.

In early June, Halleck directed Buell to seize Chattanooga. He was to follow the Memphis and Charleston Railroad from Corinth, repairing the line as he advanced. This move required the rebuilding of over two hundred miles of railroad through barren country and a hostile populace. Even with repairs complete, the railroad's utility remained questionable, since it possessed no rolling stock. Nevertheless, despite its null supply benefit, it would require protection against enemy partisans and cavalry, necessitating the posting of security details along its length. Thus the army would approach Chattanooga with diminishing strength. Nor could Buell guarantee his army's sustenance even with the railroad properly protected. Therefore he recommended an advance upon Chattanooga from central Tennessee, where he could better supply his soldiers.

Halleck disagreed and insisted upon the original route. Accordingly, Buell's forces dispersed along the Memphis and Charleston Railroad to commence repairs, gradually inching their way eastward. Logistical preparations slowed progress. To facilitate movement across the Tennessee River, Buell undertook the construction of a bridge. Louisville, Kentucky, remained the army's primary supply source. From there supplies could be shipped via railroad to Nashville, but the final connection with Buell's army required the operation of wagon train shuttles to and from the Tennessee capital. Consequently, Buell also directed the improvement of the road net between Nashville and towns along the Memphis and Charleston Railroad in northern Mississippi and Alabama. Simultaneously, work commenced upon the railroads linking Nashville with Decatur and Stevenson. In the latter town, Buell intended to build a forward depot and stockpile supplies to sustain the army once it reached Chattanooga. Upon completion of these actions, Buell would possess an efficient, rail-based supply line.

These measures took time. Railroad repairs continued throughout June and July, while Buell's army worked closer to Chattanooga. Forward elements reached the town's outskirts by June 29. There they remained while the rest of the army approached. The Confederates determined to resist Buell, but lacked sufficient force to defeat him in battle. Therefore, they resorted to cavalry attacks upon the Union supply line. Stretching over 300 hundred miles from northern Alabama, through Tennessee, and across Kentucky, Buell's rail link with Louisville now became the Confederate objective. Destruction of a single bridge would stop all rail traffic and necessitate time-consuming repairs, further retarding the pace of Buell's advance. In Kentucky, Colonel John Hunt Morgan raided across the state, complementing similar activities by Brigadier General Nathan Bedford Forrest in Tennessee and Brigadier General Frank Armstrong in Alabama.

To protect his supply line, Buell drew upon the resources of the Department of the Ohio. He sought to provide rear area security while retaining sufficient forward combat power to take Chattanooga. The creation of outposts at key points along his supply line improved its protection, but Buell expected the existing forces in Kentucky and parts of Tennessee to fend for themselves. He did not weaken his army by sending detachments far to the rear. Instead, he relied upon his cavalry to counter the Confederate forays.

Too often, however, Union cavalry fared poorly in encounters with the raiders. Many units lacked adequate mounts, training, and firearms. Decentralized organization and misuse compounded these problems. Regiments often existed in name only, their components scattered to provide couriers, escorts, and local scouts for a variety of infantry formations. Buell unsuccessfully petitioned the War Department for additional cavalry units and the related equipage. He also implemented organizational changes to improve the effectiveness of his mounted force. These efforts included mixed groupings of infantry and cavalry, independent cavalry brigades, and the creation of a cavalry division, comprising two brigades. The growing use of entire cavalry regiments and brigades improved their effectiveness, but some mounted organizations continued to be dispersed among infantry formations.

Better organization and use of cavalry, however, did not stop Confederate attacks upon the Union supply line. In particular, Morgan's activities in Kentucky resulted in frequent breaks to the Louisville and Nashville Railroad. Buell could not ensure a steady supply flow, and his army in northern Alabama suffered. Ration levels dropped, but foraging parties found little in the barren countryside other than partisan ambushes. In response, Buell's soldiers sought to avenge themselves by taking what they needed from the hostile civilian populace and punishing suspected Confederate sympathizers. Buell, however, remained faithful to his own conciliatory views concerning the treatment of civilians. While placing his army on half rations, he prohibited retaliatory measures aimed at noncombatants or their property. His soldiers did not understand this policy, and Buell did not enlighten them. Consequently, they began to believe that Buell sympathized with the Confederacy. This view paralleled criticism of the army commander from Washington. Frustration with Buell's seeming inability to take Chattanooga led to allegations of incompetence and disloyalty. A battlefield success might have ended such criticism. Yet as the summer passed, Chattanooga remained in Confederate hands, and Buell's offensive ground to a halt short of his objective.

The Confederate Dilemma

The capture of Corinth in May 1862 marked the apex in a string of Union victories that began with the battle at Mill Springs. Conversely, Confederate resistance in the West reached its nadir. While Halleck pondered the best means to exploit Corinth's fall, Bragg sought a means to salvage Confederate fortunes. In a few short months the war had shifted from Kentucky to Mississippi. The battle at Pea Ridge effectively ended Confederate aspirations west of the Mississippi River, while much of the river itself now lay in Union control. The stripping of forces from the Gulf Coast had helped ensure sufficient Confederate strength to attack Grant at Shiloh, but left the coastal region vulnerable. Within weeks of the battle of Shiloh, New Orleans and Baton Rouge had fallen, and Vicksburg had been attacked by Union naval elements.

In the wake of Beauregard's abandonment of command, Bragg became responsible for revitalizing Confederate military operations in the face of these threats. Upon assuming command of the Army of the Mississippi in June 1862, Bragg ranked as one of the Confederacy's senior generals. He had graduated from the United States Military Academy in 1837, where he forged lasting ties with classmate Jefferson Davis. As a junior officer, Bragg participated in the campaign against the Seminole Indians. During the Mexican War, he commanded a battery successful in combat and noted for its efficiency. Subsequently, Bragg left the army, resigning as a lieutenant colonel to become a planter. When the Civil War began, he received an appointment as a brigadier general in the Confederate Army and became responsible for defending the Gulf Coast. Promoted to major general in September 1861, he commanded a corps at Shiloh. By June 1862, Bragg was a full general and held in high regard by Davis, Southern politicians, and many of the soldiers in the Army of the Mississippi. Although uncharismatic, he possessed a flair for organization and administrative work. He also believed in the importance of training and discipline. His emphasis upon these qualities in the weeks before Shiloh ensured that Johnston attacked with an effective army.

Bragg set high standards for himself and those under his command. He demanded proficiency from subordinates in the execution of their duties, and he possessed little tolerance for those officers who failed to meet his expectations. In the latter category were many officers who lacked formal military training. Like Buell, Bragg preferred the discipline and demeanor of professional soldiers, making him a cold, distant figure to most of his men. His abrasive personality alienated subordinates. Rather than exploit the strengths of his commanders, he openly criticized their weaknesses. He failed to mold his senior commanders into a team and instead found himself at odds with them. Despite an unrivaled penchant for work, such discord frequently undermined the value of his labor.

Upon assuming command of the Army of the Mississippi, however, Bragg's abilities as an organizer and administrator were in great demand. The army was dispirited, demoralized, and lacked food. Bragg immediately implemented a regimen of harsh discipline and drill, severely punishing infractions. He intended to ready the army for offensive operations. To do so he also needed capable officers. In many state and volunteer regiments, the soldiers elected their own commanders. Unfortunately, this democratic process often resulted in the election of popular individuals with no military skills. Bragg therefore established special boards, charged with testing the military competence of newly elected officers. These boards in effect functioned as promotion boards with the power to overturn election results in instances of incompetence or inadequacy. They ensured that all leaders possessed a modicum of military competence.

Bragg's effort to improve his army's leadership did not stop at the regimental level. Instead, he targeted every command echelon. Of his general officers he considered four major generals and four brigadiers incompetent and unfit for command. In his assessment, Bragg made no concession to either professional military education or political considerations. Thus, five of these generals had previously graduated from the United States Military Academy. For example, Bragg considered Polk useless as a commander, despite the latter's graduation from the Academy and his personal friendship with Davis. Major General Benjamin F. Cheatham lacked a formal military education, but he proved exceptionally popular among the large Tennessee contingent in the Army of the Mississippi. Bragg, however, saw Cheatham as little more than a ruffian. Efforts to remove these officers, however, foundered upon the opposition of the Confederate president. Davis asserted his own authority in the appointment and removal of generals and denied Bragg's request to have those in his own army dismissed. Unfortunately, this attempt to purge senior ranks did not remain a confidential matter, and Bragg's senior subordinates soon learned how their commander perceived them.

Nor did Richmond support Bragg's efforts to develop alternate rail lines to offset the impact of Corinth's loss. He strove to reduce the disruption to Confederate rail traffic that stemmed from the town's capture. Initially, Bragg tried to gain the support of the local railroad companies. When they demurred and proved uncooperative, Bragg commandeered their property and assumed direct responsibility for the work. The affected companies resented such behavior and lodged complaints with the Confederate government. Despite the military value of Bragg's actions, his temporary nationalization of private businesses was not supported in Richmond. Bragg relinquished his control of the railroad companies, but the new rail links he tried to build remained incomplete.

Despite such local failures, Bragg continued to study his operational choices. He wanted to assume the offensive, but faced a numerically superior army under Halleck. The detachment of Buell toward Chattanooga did not dangerously weaken Halleck's force, but it did create another worry for Bragg. The town represented the last direct rail link between the western states and Virginia. It was the gateway into Georgia from whence the supplies for the Army of the Mississippi flowed. Reinforcing Chattanooga might not guarantee that town's security, but it might prompt Halleck to attack Bragg's weakened forces in Mississippi. A Confederate thrust northward risked defeat by a superior army. Protecting the Mississippi River Valley left central Mississippi and Alabama vulnerable to invasion.

Faced with an array of poor choices, Bragg began to favor moving much of his army to Chattanooga. In addition to the town's importance, its location afforded access to central Tennessee, northern Alabama, and the Cumberland Gap. A rapid thrust toward Nashville might recapture the city before Halleck's large but slow-moving army could respond. Alternatively, Kentucky could be invaded. Certainly any such movement lessened the threat to Chattanooga and would likely draw Union forces out of Mississippi and Alabama.

Bragg received continuous attention from displaced Southern politicians and prominent citizens from Tennessee and Kentucky. They lobbied not only for offensive action but also for a powerful Confederate military presence in their respective states. Furthermore, they depicted the local populations as willing recruits simply awaiting the arrival of Bragg's army. Reports from Kentucky indicated dissatisfaction with the pro-Union stance of the governor. The prospects for Confederate support in both states appeared excellent. Morgan's experiences in Kentucky further encouraged this view. His reports also indicated readily available supplies and a supportive population. Consequently, Bragg decided to redeploy much of his army to Chattanooga in preparation for a thrust into both states. In Mississippi he would leave two smaller forces commanded separately by Van Dorn and Major General Sterling Price.

Buell's advance along the Memphis and Charleston Railroad and the absence of a parallel rail link between Tupelo and Chattanooga forced Bragg's redeployment along a circuitous route. A distance of some 300 miles separate the two towns, but the Confederates would have to travel over 800 miles through four states on different railroads and utilize ferry and steamboat transport across Mobile Bay. Conducting such a move with minimal delay constituted a major logistical undertaking. Bragg supervised and performed much of the required planning himself. Upon completion, he dispatched a small division of 3,000 men as a trial run before committing the bulk of his command. On June 27, this formation left Tupelo, arriving in Chattanooga on July 3. This success led Bragg to prepare his main body to follow suit. The first trains left Tupelo on July 23. Within four days, advance elements began arriving in Chattanooga, but he had still to await the arrival of his supply wagons and artillery before commencing operations. These elements traveled via a slower overland route. His cavalry support also required time to organize and concentrate at Chattanooga. Nevertheless, Bragg had stolen a march upon Buell, whose forces remained focused upon railroad repairs and security in northern Alabama.

Department of Eastern Tennessee

Bragg's Chattanooga redeployment moved him into the Department of East Tennessee over which he had no authority. This department encompassed eastern Tennessee, northern Georgia, and western North Carolina. Its creation acknowledged the importance of eastern Tennessee to the Confederacy and the special problems existent in the region. A separate department ensured that the needs of the region would not be lost in the vastness of the Western Military Department. Through eastern Tennessee ran the only direct rail link between the Confederate forces operating in Virginia and those in the western states. Protecting the railroad constituted the department commander's primary responsibility. The Allegheny Mountains provided a natural barrier to the north, but several passes, including the Cumberland Gap, offered Union forces access through the mountains. In eastern Tennessee itself, partisan activity by the pro-Union population posed a less conventional but equally dangerous threat.

Major General Edmund Kirby Smith assumed command of this difficult region in February 1862. He had graduated from United States Military Academy in 1845 in time to see action during the Mexican War. Cited for gallantry, Smith remained in the United States Army, serving on the frontier and returning to West Point as a mathematics professor. In 1861 he resigned as a major to serve in the Confederate Army. The timely arrival of his brigade at First Manassas helped secure a Southern victory, and Smith received the sobriquet of the “Blucher of Manassas.” After recovering from wounds suffered there, Smith was promoted to major general and given command of the newly formed Department of Eastern Tennessee. Upon assuming command, Smith found himself responsible for securing a 180-mile front with 9,000 men. Despite his desire to assume the offensive and strike a decisive blow for the Confederacy, survival soon became his principal endeavor. With a hostile populace to his rear, he faced threats on both flanks. Buell's advance endangered Chattanooga, while a second Union force commanded by Brigadier General George W. Morgan advanced upon the Cumberland Gap. Smith used the rail line to shuttle his forces back and forth in response to the most dangerous threat, exhausting his troops in the process. Nor could he stop Union advances. In June, George W. Morgan maneuvered Smith out of the Cumberland Gap, while Buell's advance elements reached the outskirts of Chattanooga. Although an assault did not materialize, Smith concentrated his forces at the town. He pleaded with Richmond for reinforcements, and he asked Bragg to send additional forces.

Simultaneously, Smith sought the means with which to attack. Enthralled by the optimistic reports of John H. Morgan, Smith wanted to invade Kentucky. He wanted to be freed from the frustrations of protecting his department with minimal forces against multiple threats. In Kentucky, Smith believed an opportunity existed to realize his ambition of conducting an offensive for the Confederacy that might lead to the war's end. His plans and aspirations, however, languished until Bragg's arrival.

Planning the Invasion of Kentucky

Bragg established his headquarters in Chattanooga and there met with Smith on July 31. The two commanders pledged their mutual cooperation and developed a notional plan of operations. First, Smith would concentrate his forces and regain the Cumberland Gap. Bragg would remain at Chattanooga until joined by his artillery and wagon train. He would then strike into central Tennessee, threatening Nashville. Should the latter's defenses prove too strong, he march north into Kentucky. In either event, Smith would support Bragg. Both armies would seek an early juncture, and Bragg would assume command of the combined force.

Subsequent planning efforts expanded the scope of the operation. Smith secured the support of Brigadier General Humphrey Marshall, commanding 3,000 soldiers in West Virginia. Once Smith secured the Cumberland Gap, Marshall would advance into Kentucky and block the escape of George W. Morgan's Union force. Bragg also involved his principal subordinate commanders, Van Dorn and Price. Still in Mississippi, their separate forces would undertake operations into western Tennessee to prevent the dispatch of reinforcements to Buell, whose Army of the Ohio posed the principal military obstacle to an invasion of Kentucky. Recovering western Tennessee if possible, Price and Van Dorn might also enter the Commonwealth if conditions permitted. Finally, Bragg enlisted the support of Major General John C. Breckinridge, a prominent Kentuckian with a division command. He would follow in the wake of Bragg's main body. Ideally, these separate operations would result in a concentration of Confederate forces in Kentucky under Bragg's unified command. The planned invasion of Kentucky thus resembled three prongs: Van Dorn and Price on the left, Marshall and Smith on the right, and Bragg's main effort supplemented by Breckinridge in the center.

Specific guidance from the Confederate government, responsible for coordinating the actions of the military departments, proved scarce. Davis indicated interest in an operation into Kentucky, since it would complement a planned move by Lee into Maryland. Proclamations were delivered to Confederate armies in the East and West for issuance once Southern forces entered these states. In the West, Davis also desired the installation of a Confederate governor in Kentucky. Beyond cautioning Bragg against actions that risked the destruction of his army, Davis provided no guidance for the campaign. Bragg and Smith were thus left to determine its objectives.

Unlike Buell's Chattanooga offensive, none of the Confederate operations relied upon railroads. Intended advance routes were determined independent of the rail net, much of which already lay in Union hands. Nor would the pace of the advance be tied to the rate at which rail lines could be repaired. Instead the Confederates would carry their own limited supplies with them via wagon train. Once in Kentucky, they would sustain themselves from the countryside, relying upon the veracity of John H. Morgan's reports of abundant food and forage. Invulnerable to the type of raiding tactics employed against Buell, the Confederate armies would possess considerable freedom of maneuver.

The planned Confederate offensive possessed considerable merit. It marked a unique effort to articulate a theater-wide strategy that transcended the more localized views of a single department commander. Success would change the entire tenor of the war in the West, recovering Tennessee and potentially adding Kentucky to the Confederacy. Moreover, it accorded with the more general Southern goal in 1862 of achieving a major military victory to trigger European intervention. The arrival of Confederate forces along the Ohio River would also provide added impetus to those Northern politicians seeking a negotiated settlement to the war.

Success depended upon the ability of the Confederate components to act in a coordinated fashion. Given the distance separating the various armies and the limitations of mid-nineteenth century communications, a critical need existed for each commander to understand his purpose, objectives, and relation to the broader campaign plan before operations commenced. No such directive was ever issued. Each army commander received only a general statement of intent. Moreover, the overall campaign purpose never matured beyond a desire to install a Confederate governor in Kentucky and arm the anticipated masses of new recruits. The political goal remained unconnected to specific military or geographic objectives. A viable pro-Confederate state government could not be installed without either the defeat of Buell's army or the capture of Kentucky's principal cities. Yet specific guidance regarding how either event would be engineered did not exist.

The absence of a unified command discouraged the articulation of a clear and executable plan. Bragg's redeployment to Chattanooga removed him from the boundaries of his own department and placed him within the jurisdiction of the Department of Eastern Tennessee. Bragg never considered subordinating himself to Smith, but nor could he command the latter. Having left his own department, Bragg's ability to influence the actions of Price and Van Dorn diminished. Marshall lay within yet another department. Bragg recognized the need for a single commander with authority over all forces participating in the campaign. He petitioned Richmond to be allowed to assume this role, but his request was denied. Instead, Bragg relied upon informal agreements to secure the necessary cooperation among the various armies. He did not force the issue with Davis, and although willing to think “outside of the box” represented by his own department, Bragg remained uncertain of his authority.

Unfortunately, he failed to exercise the authority he did possess. Neither Van Dorn, Price, nor Breckinridge received specific orders outlining their role in the upcoming offensive. Having indicated his intent to invade Kentucky via central Tennessee, Bragg expected his subordinates to support his endeavor in an appropriate manner. Expectation did not equate with clear guidance. Moreover, Bragg's notion of a theater-wide campaign in which all Confederate forces provided mutual support did not align with the separate ambitions of Van Dorn and Smith. The latter sought to single-handedly strike a blow for the Confederacy. Bragg's arrival in Chattanooga relieved Smith from its defense. With troops borrowed from Bragg, he prepared for an independent invasion of Kentucky. Van Dorn sought a decisive victory that would satisfy his personal desire for glory and remove the tarnish of defeat incurred at Pea Ridge. While providing tacit support to Bragg's Kentucky invasion, in fact, Van Dorn pursued his own objectives. He worked to gain control over all Confederate forces actually in the Western Military Department. Instead of preparing Breckinridge to advance in Kentucky, Van Dorn launched him in an unsuccessful attack upon Baton Rouge, Louisiana. Without informing Bragg, Van Dorn successfully lobbied Richmond for authority over Price's command. Price resented this sudden subordination to Van Dorn and friction between the two resulted.

Opening Moves

During the early days of August, Bragg remained at Chattanooga awaiting his artillery and wagons. Smith, however, desired a rapid start of operations. The two commanders agreed that Smith should move against the Cumberland Gap. Bragg detached some of his own troops to reinforce Smith's operation, leaving 27,000 men at Chattanooga and swelling Smith's force to 19,000. Bragg intended Smith to seize the strategic gap and prepare to support his own pending move into central Tennessee. Some discussion ensued regarding a possible move by Smith upon Lexington, Kentucky, but Bragg considered the main emphasis of the campaign to lie with his own army.

Smith prepared his forces by concentrating them at Knoxville. On August 13, he began his move against the Cumberland Gap. The Union force there possessed a strong defensive position and ample supplies. Smith, however, had no intention of attacking the Gap. Instead, he intended to invest it with a blocking force and march around it. While his infantry and artillery crossed the Cumberland Mountains via several smaller passes, one division blocked the Cumberland Gap. Smith's cavalry ranged ahead to screen the advancing columns and cut the Union supply line at London, Kentucky. John H. Morgan also embarked upon a raid into central Tennessee to draw Union attention there.

The march through the rugged terrain of the Cumberland Mountains proved difficult and exhausting. However, the morale of Smith's men remained high. The campaign came as a welcome relief from months of reacting to Union threats. Filled with confidence and an expectation of success undiminished by the natural obstructions in their path, the Confederates crossed the mountains without mishap. The first elements arrived at Barboursville on August 18, astride the principal road between Lexington and George W. Morgan's Union force at the Cumberland Gap. The Northern commander did not abandon the strategic location. Smith now lay between Union forces gathering in northern Kentucky and those still at the Cumberland Gap. Rather than retreat, he opted to advance upon Lexington.

Smith notified Bragg of his intent, but did not await a response before moving. Bragg had little choice but to concur, even though Smith's independent action precluded his support of Bragg's pending advance into central Tennessee. Smith's sudden eruption into Kentucky, however, benefited from surprise. Unopposed, he moved quickly toward Lexington. A hastily formed Union formation sought to block his advance at Richmond. On August 30, Smith attacked and destroyed this force in a series of well-fought engagements. Confederate cavalry pursued the retreating survivors and many were captured.

The battle effectively ended any further resistance to Smith's advance. By September 3, he had captured Lexington and the state capital of Frankfort. Having seized the Bluegrass region, Smith determined to hold it. Possessing insufficient force to assault either Louisville or Cincinnati, the Confederates dispersed to ensure control over a broad tract of Kentucky. Supplies proved ample and the populace sympathetic, although few indicated a desire to fight for the South. In a lightning operation, Smith had achieved considerable success. Unfortunately, he considered his work complete, contenting himself with securing his gains. He made little further effort to undertake offensive operations and left Bragg to cope with Buell's Army of the Ohio alone.

Bragg Enters Kentucky

While Smith invaded Kentucky, Bragg remained at Chattanooga awaiting the rest of his army. He continued to prepare for the coming offensive. He reorganized his army into two wings, each comprising two divisions and a brigade of cavalry. Major General William J. Hardee and Polk received command of the Left and Right Wings, respectively. Bragg's opinion of Polk remained unchanged, but the latter's seniority, personal friendship with Davis, and rank left little alternative to a senior command. Of the four division commanders, only Cheatham had not graduated from the United States Military Academy, while Major General Jones M. Withers suffered from poor health. Promotion boards continued to sit, and Bragg continued to seek the removal of those officers he considered unfit. He also sent his chief of staff and Inspector General to oversee prisoner exchanges and make preparations for returned Confederates to rejoin fighting regiments.

Bragg encountered less success in his efforts to reorganize his headquarters. His chief of staff indicated an unwillingness to continue in this capacity during the coming campaign, due to age and the physical strain that sustained field operations required. Bragg unsuccessfully petitioned the Confederate War Department for an experienced replacement. Instead, he opted to perform the role of army commander and chief of staff himself. Such a dual role risked major command decisions becoming overshadowed by the daily affairs of the army. Bragg, however, had few options. Most of his other staff officers lacked experience in their duties. Bragg's efforts to secure more seasoned personnel met with the same failure as his effort to obtain a new chief of staff. Nor would the army benefit from a chief of cavalry to oversee the administrative needs of the mounted force and coordinate its actions. Bragg wanted to appoint Colonel Joseph Wheeler to this position, but he could not do so, given Forrest's seniority. Rather than use Forrest as chief of cavalry, Bragg left the position vacant.

The arrival of its artillery and trains permitted the Army of the Mississippi to begin operations. On August 28 it left Chattanooga and began crossing the Cumberland Plateau. Cavalry screened its movement and spread misinformation about the size and route of Bragg's army. While the main Confederate force moved through the mountains, Forrest returned from a raid into central Tennessee to strike the Union positions from behind. Forrest suffered defeat, but his presence helped to create additional confusion. These cavalry actions prevented early detection of Bragg's march route and ensured the Confederate advance through the mountainous terrain went unmolested. Bragg first crossed the Cumberland Plateau into the Sequatchie River valley before turning northward toward Sparta. From there he could either move west against Nashville or north toward Kentucky.

Bragg's move to Sparta ended Buell's efforts to capture Chattanooga. Since June he had labored to build a logistical support system to sustain the army after the town's capture. He selected Stevenson, Alabama, as the site of a forward depot. The town marked the juncture of the Nashville and Chattanooga and Memphis and Charleston Railroads. By July 12 the rail link with Nashville was open, permitting the direct flow of supplies into the depot via train from Buell's base in Louisville. However, Confederate cavalry operations in Tennessee and Kentucky ensured that no speedy accumulation of supplies occurred. Buell responded by increasing security along the rail line in Tennessee. Guard posts, additional soldiers, and the use of small, mobile forces kept the railroad to Nashville reasonably functional, but the link between Nashville and Louisville remained vulnerable and subject to repeated attacks. Nor was a sustained effort made to effect repairs in the wake of Confederate raids.

With his army reduced to half-rations, Buell dispatched Brigadier General William Nelson, several other senior officers, and some artillery to Louisville. Nelson was to collect the newly available troops there, repair the railroad, and rejoin Buell. Nelson arrived in Louisville on August 23 to discover that Buell no longer had any authority over military activities in Kentucky. The Department of the Ohio had been reorganized to include Ohio, Indiana, Illinois, Michigan, Wisconsin, and Kentucky. It had also received a new commander, Major General H.G. Wright. Buell' s army became an independent command directly responsible to the commander-in-chief. His supply base at Louisville now lay outside his jurisdiction. Under the new command structure in Kentucky, repair of the railroad between Nashville and Louisville became of secondary importance to providing succor to George W. Morgan at the Cumberland Gap. Nelson was diverted from his original mission and sent to command forces assembled to block Smith's invasion of Kentucky. Wounded at the battle of Richmond, he returned to Louisville and assumed command of the city's defenses.

Outside Chattanooga, Buell received reports of Bragg's arrival in the town and the buildup of Confederate strength there. With a force estimated to be at least 60,000 men, a Southern offensive into central Tennessee appeared likely. Buell deployed the bulk of his army across the most direct routes to Nashville. To cover the multiple passes through the mountainous region necessitated a dispersion of force. However, special instructions were issued to all commanders to guide their movements in the event of a Confederate advance. Pre-selected coordination points were established, and rockets and signal equipment issued to provide timely warning of the enemy's appearance. These measures strove to permit a speedy concentration of force once Bragg's intentions became clear. In the days prior to the Confederate departure from Chattanooga, conflicting rumors of enemy activity deluged Buell's command. The effective Confederate cavalry screen made confirmation difficult. Unable to discern the enemy's intent or location, Buell directed his army to concentrate at Murfreesboro by September 5. From there he could safeguard Nashville against a sudden thrust by Bragg.

Meanwhile, Bragg marched to Sparta, bypassing Buell's original defenses, and there lay ready to strike toward the Tennessee capital or into Kentucky. Arriving on September 4, Bragg's army remained at Sparta for several days resting amid a supportive populace. Before leaving Chattanooga, Bragg had sent instructions to Van Dorn and Price to move into central Tennessee as soon as possible. At Sparta, he reiterated these instructions, requesting Price's movement toward Nashville. When Forrest reported the erection of Union fortifications there, Bragg resolved to advance into Kentucky. Turning northward, the army reached Carthage on September 9.

Another report from Forrest helped to spur Bragg's movement. Buell appeared to be leaving Nashville and moving his entire force north toward the Cumberland River. The city, however, was not being left unguarded. These developments surprised Bragg, who feared Buell's army might move toward Louisville and threaten Smith while the main Confederate army remained to the south. Bragg therefore ordered Polk's wing to advance to Glasgow, Kentucky, with orders to cut the Louisville and Nashville Railroad and await the rest of the army. Glasgow provided access to a good road net that would support movement into north central Kentucky. Bragg also hoped to find food and forage for his soldiers. Operating without a fixed supply line, the Confederates relied upon those supplies carried and what could be found in the countryside. Much of the former had already been consumed during the march to Carthage.

On September 14, both wings of Bragg's army reunited at Glasgow. There Bragg issued a proclamation to the populace, announcing the arrival of a Confederate army to liberate the state from the “tyranny of a despotic ruler.” It called upon citizens to join Bragg's ranks and demonstrate their support for the Confederacy through force of arms. In preparation for the expected flood of recruits, Bragg's wagons carried 15,000 extra muskets. These weapons symbolized the political goal of the campaign: mobilization of a friendly population awaiting the appropriate oportunity to join the Confederate cause.

Less visible to observers were the military problems facing Bragg. Glasgow and surrounding Barren County lacked sufficient food to sustain an army. Foragers had long since scoured the area. Bragg also received news that General Grant, who had replaced Halleck as commander of Union forces in western Tennessee and northern Mississippi, had dispatched forces to secure Nashville. Van Dorn and Price had failed to prevent reinforcements being sent to Buell. Moreover, Buell was reported to be marching with a superior force toward Bowling Green. Believing himself outnumbered, Bragg favored a speedy juncture with Smith. He also contemplated a combined strike against Louisville, but he did not make clear his intent or issue any instructions for such an action. The absence of a clear plan for the army once it entered Kentucky now began to make itself felt. While Bragg considered his next move, events overtook him.

Upon Polk's arrival in Glasgow, General James R. Chalmers received orders to advance his brigade to Cave City and cut the Louisville and Nashville Railroad there. Chalmers accomplished his mission and dispatched a scouting party toward Munfordville. Enroute it found a mill with a supply of wheat, and this discovery soon resulted in the infantry arriving to operate the mill and provide food for the brigade. While thus engaged, Chalmers made contact with Colonel John C. Scott's cavalry brigade. This force belonged to Smith's army and had been sent toward Munfordville to establish a link with Bragg and raid the Louisville and Nashville Railroad. The railroad crossed the Green River via a 1,800-foot span at Munfordville. The bridge beckoned raiders, since its destruction would stop rail traffic for months.

On their own initiative Chalmers and Scott resolved to attack the Union garrison in Munfordville on September 14. The defenders provided determined resistance from behind fortifications. The Confederate attack collapsed amid confusion and casualties. Apprised of the attack and its failure, Bragg felt obligated to capture the town and its garrison. He moved his entire army to Munfordville, and after prolonged negotiations, this demonstration of force led to the garrison's surrender on September 17. The same day Lee's invasion of Maryland ended at the battle of Antietam. Bragg's Kentucky campaign was now the only principal Confederate operation that might yet achieve success.

The victory at Munfordville earned Bragg's army a day of thanksgiving and rest. It lay along a river line astride Buell's supply line. Several factors weakened this seemingly strong position. Bragg's army possessed sufficient rations for only a few days and could not depend upon the barren country for sustenance. Buell's army, initially thought to be at Bowling Green, was found to be only ten miles away at Cave City. The close proximity surprised Bragg. He had expected Buell to move slowly. He also had relied upon his cavalry to give timely notice of Buell's movements. During the march to Glasgow, Forrest and Wheeler successfully screened the army, provided steady information regarding Buell's status, and conducted delaying actions. From Glasgow, however, Forrest's brigade became responsible for screening the army's advance, while Wheeler continued to operate against Buell. The Army of the Ohio's sustained, rapid movement caught the Confederates off guard. Moreover, Buell's use of better-organized and aggressive cavalry to screen his own march forced Wheeler to fight rearguard engagements at the expense of reconnaissance.

What news of the Union army Bragg did possess suggested he was outnumbered. Despite the defensive strength of the Munfordville position, it was not the only crossing point on the Green River. Indeed, Buell was rumored to be crossing further west and moving to outflank the Confederate army. Additional Union forces were believed to be forming in Louisville, and Smith remained at least several days' march away. Bragg feared being caught between enemy forces. Further undermining his resolution was Davis' personal instructions not to risk the defeat of his army. Now facing an enemy of uncertain strength in close proximity, Bragg hesitated to act. He vacillated between affecting a juncture with Smith at Bardstown and remaining on the Green River line. Movement orders were issued only to be cancelled and then reinstated. This uncertainty did not remain invisible to the soldiers in the ranks. Cheatham's division started on the road to Bardstown and reversed itself before once again departing Munfordville.

Bragg finally resolved to move to Bardstown. He requested Smith to march to the same place and assemble supplies there, since Bragg's men had only three days' rations remaining. Smith also received instructions to maintain his watch upon George W. Morgan at the Cumberland Gap. This force was not to be allowed to escape. On September 20, the Army of the Mississippi left Munfordville, arriving at Bardstown two days later. In doing so, Bragg left his position astride Buell's supply line, permitting Buell direct access to Louisville. While the Confederates had not seriously entertained an attack upon that city, Bragg's stop at Munfordville served to delay his intended union with Smith. The latter, however, had not marched to Bardstown as instructed.

The Unfinished Business of the Cumberland Gap

When Smith invaded Kentucky, he did not secure the Cumberland Gap. Considering the Union position there too strong, Smith instead left a division to guard the pass. He also relied upon Marshall's army from West Virginia to intercept any attempt by this force to escape northward. Relying upon these dispositions, Smith dispersed his forces to occupy the region around Lexington and Frankfort. He posed no real threat to Cincinnati, and, aside from cavalry probes, took no aggressive action against Louisville.

George W. Morgan interrupted this complacency by making a sudden dash for the Ohio River. Following his capture of the Cumberland Gap in June, Morgan had fortified his position and commenced the construction of a depot to support further operations into eastern Tennessee. Smith's invasion of Kentucky and victory at Richmond, however, cut his supply route and left him isolated. By mid-September Morgan's command began to run short of food and faced starvation. The Union commander resolved to escape via the rugged terrain of eastern Kentucky and so reach the Ohio River and safety. The route selected possessed little food, forage, or water, and it was considered barely passable for wagons and artillery. On the night of September 17, the Union force began its trek. Destroying the nearly complete depot at Cumberland Gap, George W. Morgan led his force northward to Manchester and a short rest. To deceive the Confederates, he dispatched a commissary officer along a different route to purchase supplies as though in preparation for the arrival of the Union division. However, Confederate cavalry assigned to watch the Cumberland Gap soon pursued the retreating column. John H. Morgan also interfered with its movement, creating barriers and removing potential sources of food along its path. These measures delayed but did not stop the Union force. It continued through Hazel Green, West Liberty, Greyson, and finally crossed the Ohio River after a 200-mile march through rugged terrain bereft of supplies. The soldiers had repeatedly cleared defiles of rock barriers and on occasion built their own road through wooded areas. The entire operation resulted in eighty casualties, but not a single cannon or wagon was lost.

Confederate efforts to intercept the Union force suffered from a lack of coordination and aggressiveness. When Smith entered Kentucky, Marshall was to enter the state from West Virginia. However, the Confederate War Department had not been apprised of this action, and the Department of West Virginia's commander flatly opposed the move. Consequently, Marshall remained in West Virginia until the issue could be resolved. When finally released to enter Kentucky, Marshall moved slowly and made little serious effort to prevent George W. Morgan's escape. Smith raced much of his command toward Mt. Sterling, but he also failed to intercept the Union column.


Bragg's army arrived in Bardstown on September 22. Supplies gathered by Smith awaited it, but Smith himself had marched away into eastern Kentucky. Bragg's army was exhausted and required rest. While it camped at Bardstown, its commander considered his next move. Of the various forces outlined for the Kentucky invasion, only those of Bragg, Smith, and Marshall had actually entered the state. Bragg knew that Van Dorn and Price had not prevented Buell receiving reinforcements from western Tennessee. Nor had these Confederate commanders moved toward Nashville as directed. After Price's fight at Iuka, he had joined Van Dorn. The latter, however, did not favor an advance into central Tennessee as Bragg desired and Price recommended. Instead, Van Dorn began preparations for an attack upon Corinth. Commanding the forces in the Western Military Department in Bragg's absence, Van Dorn also blocked the northward movement of Breckinridge's division. Breckinridge intended to follow in Bragg's wake, joining the main army in Kentucky. However, Van Dorn had no orders to release the Confederate division and sought to include it in his own operations. The absence of clear guidance from Bragg coupled with Van Dorn's separate campaign plans created command confusion and delayed the effective employment of Breckinridge. Finally released by Van Dorn, the latter arrived in Chattanooga on October 2, too late to influence either the Corinth attack or the Kentucky campaign.

At Bardstown, Bragg faced Buell's Army of the Ohio, another Union army forming in Louisville, and a third enemy force massing in Cincinnati. Bragg was sufficiently concerned about the campaign's outcome to order the creation of a chain of supply depots to support the army should it be forced to retreat from Kentucky. He did not believe he could successfully attack Louisville without Smith's direct assistance, especially with Buell closing on the city. After returning from eastern Kentucky, however, Smith preferred to remain in the vicinity of Lexington and Frankfort to safeguard supplies gathered and attempt to recruit new soldiers.

Kentucky's populace hardly flocked to the Confederate colors. With the entrance of Buell's army into the state and the arrival of new units at Cincinnati and Louisville, the success of Confederate arms seemed less than certain. Little incentive existed to join Southern regiments until a clear military victor appeared in the state. In the event of a Confederate defeat, a potential recruit risked property confiscation for supporting the rebellion. This cautious attitude undermined Confederate aspirations. The invasion had been planned in part on the assumption that the presence of a Southern army would automatically draw volunteers. Faced with the intransigence of the population, Bragg focused upon the only clear objective of the campaign: installing a Confederate governor in Kentucky. On September 28, Bragg left Polk in command at Bardstown and traveled to Frankfort to prepare the inauguration. Once established the new Confederate governor could implement a conscription act. Erstwhile volunteers would be forced to fight for the South, but the compulsory nature of the law would theoretically protect their property from confiscation while in Confederate service.

With the commander and his attention at Frankfort, Bragg's army remained in the Bardstown vicinity. It dispersed to maximize the geographic area under Confederate control, relying upon cavalry patrols to report on Union activity. These dispositions, however, assumed Buell would remain in Louisville for several weeks. Both Smith and Bragg's forces now lay idle, dispersed, and separated from one another. Polk received no specific guidance concerning his actions should Buell actually attack.

The ability of the Confederate cavalry to provide sufficient warning in such an eventuality also remained uncertain. Since the start of the campaign, it had been continuously employed. Responsible for screening the advance into Kentucky, delaying Buell's movements, protecting the army's wagon train, securing information on enemy activities, and raiding the Union supply line, the cavalry suffered from overuse. The nature of these missions ensured frequent engagements with Buell's cavalry that further sapped the strength of the Confederate cavalry.

Bragg's army included ten cavalry regiments and battalions plus additional detachments. Events in late September, however, resulted in the effective loss of three regiments. The 6th Confederate Regiment had become combat ineffective due to the expiration of one-year enlistment terms and the ongoing election of new officers. Following the resignation of its commander, the 2d Georgia became a regiment of detachments, performing escort and administrative duties for the army. On September 29, Union cavalry attacked the 3d Georgia at New Haven and nearly destroyed the regiment. In each instance an experienced cavalry colonel was lost to the service, either through his failure to be reelected by his soldiers, resignation, or capture.

This leadership loss increased with the relief of Forrest. On September 25, Bragg sent him back to Tennessee to raise a new mounted force and conduct operations against Nashville. In effect, Bragg sought to compensate for the failure of Price and Van Dorn by threatening Nashville with those resources under his immediate command. Forrest's demonstrated success in building effective cavalry units and leading independent commands made him ideal for this mission. Yet Bragg's army at Bardstown also lost its most senior and experienced cavalry officer, while the enemy's intentions remained unclear.

Despite its ragged state, Bragg's cavalry received no respite. While the army rested near Bardstown, the cavalry assumed responsibility for protecting the town. Wheeler covered the roads from the west, while Forrest's much smaller brigade, now commanded by Colonel John A. Wharton, defended the critical routes from Louisville. The Confederate cavalry formed a line stretching across north central Kentucky with active patrols toward Elizabethtown and Louisville. Neither brigade, however, possessed the strength to provide sufficient coverage of its assigned area. Moreover, the defeat suffered at New Haven demonstrated their vulnerability to defeat in detail by increasingly aggressive and capable Union cavalry brigades. A chief of cavalry might have permitted better coordination of cavalry, but this position lay vacant on Bragg's staff.

Nor did the presence of Wheeler's and Wharton's brigades ensure a steady and timely flow of information to the army commander. At the campaign's start, the brigade commanders reported directly to Bragg, but the latter subsequently placed each cavalry brigade under a wing commander. Although the cavalry represented the eyes and ears of the army, no mechanism existed for the direct transmission of critical information to the army commander. Reports on enemy activities flowed first to the brigade commander, then to the wing commander, and finally to the army commander. Timeliness depended upon the ability of information to reach the brigade commander and receive his immediate attention, an unlikely occurrence given the broad frontages over which the cavalry screen at Bardstown operated. By the time Bragg received a report, it was often outdated. Without direct access to forward cavalry elements, he remained dependent upon the second-hand assessments provided him by his wing commanders.

The Savior of Louisville

When Bragg marched from Chattanooga, Buell withdrew his forces in northern Alabama and eastern Tennessee toward Nashville. Uncertain whether the Confederates would march upon the city or invade Kentucky, he remained in position until the enemy's intent became clear. On September 7, Buell received word that Bragg had crossed the Cumberland River at Carthage, heading north into Kentucky. Including the reinforcements sent by Grant, Buell had eight divisions. One he immediately dispatched to secure Bowling Green along his supply line, where a small garrison and supply cache lay. With five divisions under his immediate command, Buell followed shortly afterward. Major General George H. Thomas remained in Nashville with three divisions. Bragg's continued northern movement, however, reduced the threat to that city, and Thomas joined Buell. By September 15, the Union army at Bowling Green numbered 35,000 men, organized into six divisions. Faster progress was hampered by the need for all units to use the single major road connecting Bowling Green and Nashville.

Bragg arrived in Glasgow the day before. Thirty miles east of Bowling Green, the town marked the juncture of several excellent roads providing access into north and central Kentucky. Buell did not know whether the Confederate commander intended to attack his supply base at Louisville or link up with Smith's army. He nevertheless moved to attack Bragg at Glasgow on September 16. Unknown to Buell, the Confederate army had already marched to Munfordville, but its wagon train with Bragg's remaining supplies still lay in Glasgow. However, the determined rearguard efforts of Wheeler's cavalry permitted the wagons to escape. The next day, Buell learned of Bragg's capture of Munfordville and its garrison. The move surprised Buell. While Munfordville lay astride his supply line, it also lay further from Smith and lacked access to good roads. Bragg's army was believed to be short of supplies, which Smith possessed in plenty. A rapid concentration of the two Confederate armies seemed the most likely course of action. Instead, Bragg continued to threaten Louisville and moved away from those roads, whose condition and direction made them ideal for a rapid march toward Smith.

Buell felt obligated to attack the Confederate position at Munfordville. Bragg's presence posed a threat to Louisville that the collection of raw troops there might not withstand. Bragg lay between the only veteran Union army in Kentucky and the state's principal city. When the Confederates withdrew, Buell pursued them closely. Simultaneously, he made preparations for the city's garrison to collect provisions for his army and prepare an alternate crossing site on the Salt River. Should the need arise, he planned to bypass the Confederate army to reach Louisville. Bragg's move to Bardstown, however, made these preparations unnecessary. Buell's army began arriving in Louisville on September 26.

The Union commander believed he had accomplished a significant achievement. In the face of the Confederate buildup at Chattanooga, Buell conducted a well-planned retreat toward Nashville. He secured the city against capture and followed Bragg into Kentucky. He had pushed his soldiers hard during the march to Louisville, despite a scarcity of rations. In doing so, he had sustained a pace of operations that surprised Bragg and restricted the latter's operational freedom. Buell had moved his army intact to Kentucky to contest control of the state and secure his own supply base. He considered his actions a success and a logical response to the enemy's movements.

In Washington, few agreed. There Buell's failure to take Chattanooga after a frustratingly slow campaign contrasted unfavorably with his rapid dash rearward out of northern Alabama, across Tennessee, and on to the Ohio River. Criticism of Buell's actions rose amid allegations of treasonous behavior and incompetency. Lincoln also expressed his dissatisfaction with Buell. Nor did the soldiers in the Army of the Ohio consider their march to Louisville a positive and significant accomplishment. They, too, saw the rapid withdrawal as further evidence of their commander's Confederate sympathies. Buell appeared unwilling to pursue an aggressive campaign against the South and too eager to retreat. Some officers lobbied actively for his dismissal. Buell, however, remained indifferent to the criticism of politicians and ignored the dissension in his own ranks.

His army's arrival in Louisville helped to allay the panic in the region that the Confederate invasion of Kentucky triggered. Following Smith's capture of Lexington and Frankfort, martial law was declared in Cincinnati. Businesses closed and able-bodied men with weapons were urged to rally to the city's defense. However dubious their military abilities, these “squirrel hunters” gave a sense of protection to a city fearful of imminent attack. Ohio's governor sought to concentrate newly raised regiments in Cincinnati, but found himself in competition with his counterparts in Kentucky and Indiana. The latter believed Louisville had a more pressing need for soldiers. The city was Kentucky's largest city. Its loss would effectively ensure Confederate control of the state and permit further incursions across the Ohio River. To prevent this eventuality, Louisville became home to a host of new regiments. Entrenchments arose around the city, but the soldiers that would man them lacked training and experience. In those parts of the state still subject to Northern authority, a string of arrests occurred as the state government sought to suppress support for the Confederacy. These measures generally backfired, and encouraged pro-Southern sympathies.

In Louisville, Buell assumed command of all the Union forces there. He immediately applied his organizational and administrative talents toward reorganizing his army. Within each brigade, he integrated the green regiments in the city with his own veteran units. In accordance with the War Department's July authorization of a corps structure, he formed three corps each of three divisions. To each corps he assigned a cavalry brigade, while smaller cavalry detachments remained available to the division commanders. The appointment of corps commanders, however, posed a problem. The Union armies in the West had never previously employed corps. No cadre of leaders familiar with the operation of such a formation existed. Buell therefore selected officers with whom he was familiar and who had performed well under his command. Major Generals Alexander M. McCook and Thomas L. Crittenden, both prior division commanders, assumed command of the I and II Corps, respectively. Nelson, who organized the defenses of Louisville before Buell's arrival, took command of the III Corps.

Simultaneous with the reorganization of his army, Buell planned his next move. With his arrival in Louisville, he considered a Confederate attack much less likely, despite reports of enemy cavalry within miles of the city. He also benefited from Smith's preoccupation with George W. Morgan. Smith and Marshall had moved their forces into northeastern Kentucky in a vain attempt to intercept the Union force as it sought the safety of the Ohio River. This sideshow had further separated the Confederate armies in Kentucky. Buell planned to launch a feint toward Frankfort, while marching the bulk of his army upon Bardstown, where Bragg's army still lay. Buell sought to either engage Bragg separately or induce his withdrawal toward Smith's army. In the latter event, Buell intended to herd the Confederates into northern Kentucky and block their retreat out of the state. He envisioned a final battle in which a concentration of Union strength would attack and destroy the isolated Southern invaders.

As Buell prepared to march upon Bardstown, two events disrupted his plans. On September 29, Brigadier General Jefferson C. Davis murdered Nelson, following a series of bitter altercations. Nelson's death left a corps command vacancy, and Buell appointed Major General Charles C. Gilbert. Gilbert had graduated from the United States Military Academy in 1846, and he had seen service in the Mexican War and on the frontier. However, he had been only a captain in August. His meteoric promotion to major general reflected the desperate need for military leaders to organize Kentucky's defenses in the wake of Smith's invasion. With no senior command experience, Gilbert now assumed command of a 22,000-man formation. The same day Nelson died, Buell himself received orders relieving him of command and replacing him with Thomas. The latter, however, refused. With no other senior army commander available, the relief order was suspended, but not rescinded. The War Department's message was clear: Buell must become more aggressive and defeat the enemy if he wished to retain his command.

The Road to Perryville

The events of September 29 forced Buell to delay his planned departure by one day. On October 1, his army filed out of the city. His three corps moved along parallel roads that converged on Bardstown. Simultaneously, Brigadier General Joshua W. Sill led a smaller force of infantry and cavalry that marched directly toward Frankfort. Comprising two infantry divisions with supporting cavalry, Sill's purpose lay in convincing the Confederates that the state capital constituted Buell's objective. A powerful cavalry screen moved several miles in advance of each column to cloak the Union movements and drive away Confederate cavalry.

Buell's total strength numbered nearly 80,000 men, with 19,000 under Sill's command, 13,000 in the I Corps, and 22,000 in each of the II and III Corps. The I Corps' smaller size reflected the detachment of an infantry division to Sill's column. Despite these numbers, many of Buell's regiments remained green and untested, having only recently formed. Total Confederate forces in Kentucky numbered about 50,000 men, many of them veterans. However, they lay strewn across the state in rough arc stretching from Bardstown across the Kentucky River to Mt. Sterling. Nor did they possess a unified command or plan of action. Polk was left to his own devices at Bardstown, while Bragg addressed political affairs in Frankfort, and Smith remained focused upon northeastern Kentucky.

The Union advance benefited from good roads and Confederate surprise. The columns moved rapidly. By October 2, Sill had reached Shelbyville, halfway between Louisville and Frankfort. The same day I Corps neared Taylorsville, the II Corps moved to Mt. Washington, and the III Corps approached Sheperdsville. Confederate cavalry patrols were driven back without being able to secure accurate information regarding the Union dispositions. Against the avalanche of Union forces advancing upon Bardstown from the north, Wharton's small brigade struggled for survival. To the west, Wheeler's larger force faired better, but it, too, failed to slow the Union advance. On the road to Frankfort, Scott's cavalry brigade retired in the face of Sill's column.

News of Buell's advance surprised Bragg. He had expected no action from his counterpart for several weeks. Instead, he now faced a powerful Union thrust against his scattered forces. Nor did Bragg have any clear sense of the enemy's intentions. Apprised of the advance of Union infantry and cavalry to Shelbyville, Bragg assumed this force constituted Buell's main effort with Frankfort as its objective. On October 2, Bragg assumed command of Smith's army and ordered a concentration of the latter's force at Frankfort. He also directed Polk to march toward the state capital, where the combined Confederate forces would attack the advancing Union column from front and flank.

These movements required time. Polk's army lay over fifty miles from Frankfort, while Smith's forces remained scattered east of the Kentucky River. Buell, however, continued his aggressive advance. On October 3, Union movements threatened to drive a wedge between Polk at Bardstown and Bragg at Frankfort. While the II Corps arrived at High Grove, I Corps cavalry entered Bloomfield further east. Had Polk followed his orders, he would have moved across the front of both Union corps. Instead, aware that enemy forces of unknown strength were moving between himself and Bragg, Polk decided to ignore his commander's orders. Instead, he resolved to abandon Bardstown and retire toward Danville. He informed Bragg of his actions, but he only hinted at the factors influencing his decision.

While Polk retreated, Bragg attended the October 4 inauguration ceremony of the Confederate governor. Enemy action eroded much of the event's political value. Union cavalry advanced to within ten miles of Frankfort and engaged the Confederate rearguard. The sound of artillery hastened the conclusion of the inauguration. Bragg and his entourage of Southern officers and politicians soon departed. Believing a major assault imminent while his own forces remained dispersed, Bragg abandoned Frankfort and ordered a concentration of Smith and Polk at Harrodsburg. Accordingly, Smith's still dispersed forces began moving toward Versailles prior to crossing the Kentucky River. Bragg, meanwhile, established his headquarters in Harrodsburg on October 5.

Polk, too, moved his command toward this town. He divided his force into two columns, one led by himself and the other by Hardee. Polk's column marched toward Harrodsburg over a good road that led through Springfield. Hardee followed a more direct route leading through Mackville, but he found his progress slowed by poor road conditions. Therefore, he redirected his column onto the same route as Polk. Changing the line of march delayed Hardee further, while Buell's army drew nearer. The III Corps soon closed upon the Confederate column, and cavalry skirmishing ensued. Wharton and Wheeler conducted rearguard actions to delay Buell's advance, but the aggressiveness of Union cavalry nearly resulted in the destruction of Wharton's brigade. The Confederate cavalry was thrust onto the defensive and forced to fight for its survival as it screened the retreating infantry columns. In doing so, it largely lost its ability to obtain accurate information about Buell's army.

Polk further reduced his reconnaissance capability when he dispatched Wharton's brigade to Lebanon. With Union columns of undetermined strength advancing upon him from the west and north, Wharton now guarded the unthreatened southern flank of the Confederate army. Wheeler assumed sole responsibility for covering the retreat to Harrodsburg, but the consumption of his force in this mission again occurred at the expense of gathering information. Neither Polk, Bragg, nor Smith possessed accurate information regarding Buell's intent and dispositions. They relied upon the cavalry to provide this input, but reconnaissance was not the current priority for the mounted force. In effect key command decisions were being made on the basis of guesswork. Bragg remained dependent upon assessments provided by his wing commanders and Smith, who in turn relied upon their respective cavalry brigades to gather information. The failure of the latter to do so directly impaired the army's decision-making process.

Nevertheless, for the first time in the campaign the scattered Confederate forces moved toward a concentration. On October 6, Bragg met with Smith in Harrodsburg. Rumors continued to give an imprecise picture of enemy activity. Buell's intentions remained a mystery, and reported locations and strengths of Union forces continuously changed. Amid this uncertainty, Smith recommended keeping his troops east of the Kentucky River. There he could retain Confederate control over the Bluegrass region and its valuable supplies. He believed he could quickly reinforce Polk at Harrodsburg if necessary. Bragg agreed. The Union column outside Frankfort for the moment remained inert. The army commander also remained unaware of the threat facing Polk. While Buell's army bore down upon a portion of Bragg's army, the Confederate forces remained separated.

Plans again changed on October 7. In the morning Smith reported 20,000 Union soldiers crossing the Kentucky River into Frankfort, indicating an imminent advance east or south from the capital. Subsequent reports reduced the Union presence to only a small cavalry force. Hardee, however, requested reinforcement. His column had finally reached Perryville, but the close pursuit of the III Corps made further movement toward Harrodsburg impractical. The Confederate force risked being attacked while enroute, and its vulnerability triggered Hardee's request for assistance. He did not, however, describe these circumstances to Bragg, who could only speculate at his wing commander's situation.

While the threat of a Union advance from Frankfort remained minimal, Bragg decided to attack at Perryville. He believed Hardee faced only a small enemy force that could be destroyed. Then he would join Smith and march upon Frankfort. Bragg ordered Polk and Wharton to join Hardee at Perryville. The cavalry quickly complied, but the two infantry divisions under Polk's personal command were then approaching Harrodsburg. They dutifully turned around and retraced their steps toward Perryville, but this movement required time. By the morning of October 8, only Cheatham's division had joined Hardee. The second division, commanded by Major General Jones Withers, remained enroute. Three Confederate divisions and two brigades of cavalry with a combined strength of nearly 17,000 men had gathered at Perryville. Moving toward them were 58,000 Union troops.

Buell's feint toward Frankfort confused the Confederates. He had successfully concentrated the bulk of his army against a portion of Bragg's forces. Moreover, since his determination to retire upon his supply base at Louisville, Buell's rapid pace exerted constant pressure upon Bragg. As the campaign progressed, Confederate actions lost all semblance of coherency. The notional plan of a three-pronged thrust into Kentucky disintegrated through the absence of a unified command, nebulous objectives, and the growing pressure of Union activity. Conversely, Buell possessed a clear operational concept and the will to implement it. From the moment his army departed Louisville, Buell dictated the pace of events. Bragg responded with a series of snap decisions based upon inadequate information. His principal objectives lay in the installation of a Confederate governor and combining his army with that of Smith. The latter, however, required time and Smith's cooperation. Buell's rapid advance denied the Confederates time, and Smith's determination to retain an independent command east of the Kentucky River precluded a juncture of Southern forces.

The success of Buell's maneuvers, however, did not occur without mishap. The confusion among the Confederate commanders remained invisible to him. The march toward Bardstown and Perryville proved difficult. Severe draught conditions afflicted much of northern Kentucky. Water scarcity increased the hardship experienced by the many green soldiers in the Union army. Unaccustomed to the rigors of campaigning, they suffered from thirst and fatigue. Buell's popularity remained low. While the army marched toward the enemy, several of his officers drafted a letter to the President, requesting his dismissal. In charge of the III Corps, Gilbert proved ineffective. He quickly gained a reputation as a martinet and earned the enmity of his own men.

On October 7, Gilbert's corps remained in close pursuit of Hardee as the latter retired into Perryville. Union cavalry clashed with Wheeler's rearguard throughout the day. Accompanying the III Corps, Buell learned that the Confederates had halted at Perryville and were deploying their infantry. He therefore planned an attack. The enemy force constituted his principal objective, but the availability of water also made control of the town and surrounding area desirable. Buell issued orders for all corps to move at 0300 the next day and deploy abreast prior to attacking at 1000. However, late transmission and receipt of these orders delayed the movements of the I and II Corps. Both formations had deviated several miles from their line of march in search of water. They marched toward Perryville, but too late to meet the commander's timeline. Apprised of these delays, Buell opted to delay his attack one day to permit completion of his corps' deployment. Thus the Union attack would occur early on October 9 with all three corps and an entire day for the battle. Each corps commander received orders not to trigger a general engagement on October 8. As his army marched toward Perryville, Buell was unable to oversee their deployment. Thrown from his horse, he suffered injuries that prevented riding.

The Confederates remained oblivious to these developments. Polk arrived at Perryville and assumed command of the forces concentrated there. Ordered to attack, he demurred, preferring to await Union action before responding. Bragg intervened, and on October 8 the Confederates attacked. In a hard-fought contest that continued past sunset, Bragg's forces nearly destroyed the I Corps. Having detached one division to support the feint against Frankfort, this formation was the smallest in Buell's army, and it possessed the greatest number of green troops. Moreover, the I Corps fought the battle largely unsupported. Buell's absence from the battlefield and his orders to his corps commanders not to trigger a general engagement undermined effective cooperation among his three corps. The Confederates were able to concentrate their outnumbered forces upon one portion of the Union line and defeat it. Buell remained at his headquarters throughout the day, where atmospheric conditions effectively shielded him from the sounds of heavy fighting. He remained unaware of I Corps' plight until a courier arrived late in the day.

During the night after the battle, Bragg learned the extent of the Union presence. He had defeated one corps but at considerable human cost. His soldiers were exhausted, and he had no reserves. Smith lay too far away to provide effective support. Buell still possessed two full corps, rested and only slightly engaged. Bragg opted to retreat over the objections of some of his soldiers, who felt they had won a partial victory and should remain to complete it. Leaving their dead and many of their wounded behind, the Confederates marched toward Harrodsburg. Unknown to the Confederate commander, additional Union troops were enroute to Perryville. One division was marching toward the town from Frankfort. Smith tried to intercept this force, using his own troops and Withers' division. However, despite some skirmishing and a small engagement also fought on October 8, the Union formation escaped.

Closing Maneuvers

On October 9, Buell prepared to renew the fight at Perryville only to find the Confederates gone. Despite the absence of opposition, the Union army spent much of the day moving into the town and securing the battlefield. Buell pondered his next move. He desired an advance upon Danville and Bryantsville to threaten the Confederate retreat path to Tennessee. However, Bragg's retreat toward Harrodsburg implied an effort to join Smith's army. Buell hesitated to move aggressively upon Danville with the combined Southern armies poised to strike his own flank and line of communication. He resolved the issue by sending forces toward both Danville and Harrodsburg. Until the Confederate intentions became clear, however, Buell determined to act with caution.

Bragg's focus lay upon his supply situation and his ability to retire into Tennessee via the Cumberland Gap. He had previously directed the creation of supply depots at Bryantsville and Camp Dick Robinson to support such a move. Buell's advance toward Danville now threatened these depots. Only Wheeler's cavalry protected this town, while Bragg concentrated the rest of his army at Harrodsburg. There he expected to join Smith and fight Buell on more even terms. Smith agreed, but Buell's arrival at Danville forced a change in plans. Concerned over the growing threat to his supplies and his path to Tennessee, Bragg directed both armies to retire upon Camp Dick Robinson via Bryantsville.

On October 12 the Confederate leaders decided to quit Kentucky. Several factors spurred this decision, although Smith preferred to fight Buell before committing to a retreat. Bragg considered a defensive battle along the Dick's River with the finally combined Confederate armies. Logistical considerations, however, forced him to reject this notion. Instead of a stockpile of supplies at the Bryantsville and Camp Dick Robinson depots, Bragg found only a few days' rations. The food and forage collected by Smith's army lay abandoned in the Bluegrass region. Their removal to the depots had been overlooked amid the confusion following Buell's rapid advance from Louisville. Now the combined armies of Smith and Bragg lacked insufficient supplies whether they fought or retreated. The route to the Cumberland Gap, however, led through rugged and barren terrain. Postponing the retreat would increase the difficulty of this passage, especially with the approach of more inclement fall weather.

Bragg's headquarters also received news of the fate of Van Dorn and Price. Van Dorn led their combined armies to Corinth. On October 3-4, the 22,000-man force launched a series of unsuccessful assaults upon Union fortifications there. The Confederates suffered heavy casualties and retreated in the face of a powerful Union counterattack. The battle symbolized the failure of Price and Dorn to render effective support to the Kentucky invasion. They did not prevent Grant's dispatch of reinforcements to Buell, failed to advance into Tennessee, and finally met defeat while still in Mississippi.

With limited supplies and no prospect of additional support, Bragg retreated. Marshall retired into West Virginia, while Smith and Bragg led the rest of the army toward the Cumberland Gap. Several hundred captured Union supply wagons accompanied them, but they carried weapons and munitions rather than food. Cavalry again screened the marching columns and maintained a rearguard presence to delay pursuit. To coordinate his mounted units, Bragg belatedly appointed Wheeler as his Chief of Cavalry. The retreat commenced on October 13, and the entire force completed passage of the Cumberland Gap nine days later. The journey proved grueling. The rugged terrain complicated the movement of wagons and artillery and quickly fatigued the infantry. The limited food supplies were quickly consumed and hunger added to the misery of the retreat. When the columns finally arrived in Tennessee, they comprised exhausted and dispirited men. A sense of failure and frustration pervaded the army. Many soldiers felt that Kentucky had been nearly won only to be abandoned. However, the army had not been defeated, and it remained a powerful force.

Buell's army did not interfere with Bragg's retreat. In the days following the battle at Perryville, the Union commander remained uncertain of Confederate dispositions and intent. He moved cautiously rather than risk a surprise move against a portion of his army or his line of communications. Wheeler's aggressive delaying tactics further encouraged the deliberate pace. Buell's forces reached Crab Orchard on the Dick's River on October 15. By then Bragg's intention to retire toward the Cumberland Gap had become clear. Buell decided to break off his pursuit. Familiar with the rugged terrain the Confederates planned to traverse, he did not believe he could keep a pursuing army properly supplied. Moreover, the rocky defiles along the route favored the type of delay and ambush tactics practiced by the Southern cavalry. Rather than risk his army upon an uncertain venture through inhospitable terrain after an elusive foe, Buell assigned the II Corps to monitor the Confederate retreat. The rest of the army marched away toward Nashville. Once in central Tennessee it would be poised to resume operations against Chattanooga.

Unmolested, Bragg's army reached Knoxville and a much-needed rest. The army commander traveled to Richmond to confer with Davis. There Bragg outlined the course of the recent campaign and the rationale behind his decisions. Polk and Smith also met separately with the Confederate president. Polk spoke on behalf of Hardee and most of the division commanders. He dubbed the Kentucky campaign a failure, blaming Bragg's vacillating leadership. Smith similarly criticized Bragg's leadership and refused to serve with him in any capacity. Both generals recommended Bragg's replacement. Davis, however, refused to remove Bragg. Indeed, with the campaign over he now gave Bragg command authority over the combined Confederate armies in Tennessee.

The meetings with Davis did not end the command dissension among the Army of the Mississippi. Aware of their efforts to remove him, Bragg blamed his subordinate commanders for the campaign's outcome. He considered disloyal those officers who disagreed with his interpretation of events. Hardee, Polk, and several of the division commanders lost their confidence in Bragg. They continued to lobby for his removal and questioned his actions. In turn, Bragg questioned their competence. Effective command and control withered in this atmosphere of acrimony and mistrust. The command climate did not improve until General Joseph E. Johnston replaced Bragg, following the November 1863 defeat at Missionary Ridge.

Once the Confederate commanders returned from Richmond, Bragg's army moved to Murfreesboro. There the Southern presence posed a threat to Nashville and provided forward protection to Chattanooga and eastern Tennessee. The farmlands outside Murfreesboro also provided ample food for the soldiers. With the previously independent commands of Breckinridge, Smith, and Bragg now concentrated under a single commander, the army remained in place, awaiting the next Northern move.

Buell, however, would conduct no further operations. On October 24, Lincoln relieved him of command and replaced him with Major General William S. Rosecrans. Buell's failure to pursue the Confederates directly into eastern Tennessee triggered the change in command. However, the action marked the general dissatisfaction of the President and the War Department with Buell since his abortive campaign against Chattanooga. He was perceived as too cautious and either unwilling or unable to satisfy the government's desire for a more aggressive prosecution of the war. Consequently, Buell was not only relieved but his leadership throughout the Kentucky campaign became the subject of a War Department investigation. A special commission convened to determine whether he had permitted the invasion of Kentucky and the capture of the Munfordville garrison. It also focused upon his leadership at the battle of Perryville and his subsequent failure to intercept the retreating Confederate armies.

The commission rendered its verdict in April 1863. It found that Buell could have preempted the invasion of Kentucky by attacking Bragg's army as it marched north through Tennessee. The commission also censured Buell for the poor use of his signal facilities at Perryville, and it found his pursuit of the Confederates after that battle lacking in initiative and drive. However, in investigating Buell's operations against Chattanooga and subsequent actions in Tennessee and Kentucky, the commission ruled in favor of Buell. No formal charges or punishment resulted from the inquiry. He was released for reassignment, but the War Department found no further use for him. Buell resigned from the Army in June 1864.

At Nashville, Rosecrans inherited the mission of seizing Chattanooga and liberating eastern Tennessee. He spent all November and most of December 1862 preparing his command and its logistical support for the campaign. Like Buell, he ignored pressure from the War Department and the President to advance until he felt ready to do so. On December 31 he engaged Bragg's army at Murfreesboro in a bloody three-day contest. Bragg withdrew, and Rosecrans prepared to march on Chattanooga. Ironically, he opted for an advance along the same axis recommended by Buell the previous June. Rosecrans maneuvered Bragg out of Tennessee and captured Chattanooga in September 1863.