After burning Chambersburg, Pennsylvania, on July 30, cavalry under Confederate generals John McCausland and Bradley T. Johnson set out for western Maryland towards Cumberland, to disrupt traffic on the Baltimore and Ohio (B&O) Railroad and to demand a ransom from the town or torch it as well.

The following day the Confederates prepared to cross the Potomac and head into West Virginia but found the bridges over the Chesapeake and Ohio Canal had been burned by Col. Israel Stough and his regiment of 100-days troops.

After initially repulsing a charge by the Confederate cavalry, Stough was forced to retreat across the Potomac when the 21st Virginia successfully constructed a bridge and crossed the canal on his left flank.

On the south bank of the river the Federals took cover in a blockhouse on the B&O Railroad and in an armored ordnance train operated by the Potomac Home Brigade that was stopped on the line.

Although the action around Cumberland was tactically inconclusive, Kelley's stand likely saved the town from being burned and greater damage being inflicted on the railroads.