A Confederate raiding force under Colonel Thomas Woodward captured Clarksville, Tennessee, threatening Union shipping on the Cumberland River.

Several Union regiments led by Colonel William Warren Lowe advanced from nearby Fort Donelson and drove off the Confederates after a struggle lasting less than an hour.

[1] Federal commander Ulysses S. Grant's capture of Fort Donelson on 11–16 February 1862 forced the Confederates to give up Kentucky and a large portion of Tennessee.

Commodore Andrew Hull Foote led the Federal naval force which first found and destroyed the Cumberland Iron Works.

Later that day, Foote's expedition found the two forts abandoned, disembarked its infantry at Trice's Landing, and occupied Clarksville without fighting.

For three weeks, Morgan's raiders rampaged through Kentucky, capturing and paroling 1,200 Union troops, seizing hundreds of horses, and destroying stockpiles of Federal supplies.

The hugely successful raid caused President Abraham Lincoln to remark, "They are having a stampede in Kentucky", and compelled the Federal government to assign thousands of troops to garrison duty.

[3] On his return at the end of July, Morgan insisted to General Edmund Kirby Smith that an invasion of Kentucky would cause 25,000–30,000 men to enlist in the Confederate army.

On 18 August, Thomas Woodward's 2nd Kentucky Cavalry Regiment captured Clarksville and obtained the surrender of Colonel Mason and his garrison.

On 5 September 1862, a 1,100-man Union force led by Colonel William W. Lowe left Dover, Tennessee with the goal of recapturing Clarksville.