With little ammunition, Morgan recklessly decided to stay and fight an expected larger Union force. Brigadier General Stephen G. Burbridge with 2,400 men, a combined force of Ohio, Kentucky, and Michigan mounted infantry and cavalry, along with a section of artillery, attacked Morgan at dawn on June 12, this action taking place on the hills east of town. The Union forces drove the Rebels back, causing them to flee into Cynthiana, where many were captured or killed.