While Castro led one force against Guisa, Masó and other towns, another major offensive was directed at the capture of the city of Santa Clara, the capital of what was then Las Villas Province.

Initially numbering just 60 men out of Castro's hardened core of 230, Cienfuegos's group had gained many recruits as it crossed the countryside towards Santa Clara, eventually reaching an estimated strength of 450 to 500 fighters.

The garrison consisted of some 250 men under the command of a Cuban captain of Chinese ancestry, Alfredo Abon Lee.

The "tank" was actually a large tractor encased in iron plates with attached makeshift flamethrowers on top.

The next day, the combined forces of Cienfuegos, Guevara, and local revolutionaries under William Alexander Morgan captured the city in a fight of vast confusion.