Confederate Brigadier General Henry Heth was sent north from Lexington, Kentucky, to threaten Cincinnati, Ohio, then the sixth-largest city in the United States.

Union Major General Lew Wallace declared martial law, seized sixteen steamboats and had them armed,[2] and organized the citizens of Cincinnati, Covington, and Newport, Kentucky for defense.

[9] Construction of the defenses was directed by Colonel Charles Whittlesey until relieved by Major James H. Simpson, chief of Topographical Engineers for the Department of the Ohio.

[11] On September 12, Wallace telegraphed Major General Horatio Wright (commander of the Department of the Ohio) in Cincinnati: "The skedaddle is complete; every sign of a rout.

The large pursuit was never ordered as most of the military forces were sent via steamboats to Louisville, Kentucky to prevent capture by General Braxton Bragg.

[12] Another skirmish occurred near Walton, Kentucky on September 25, when Colonel Basil W. Duke attacked a Union camp of approximately 500 men near Snow's Pond.

[citation needed] When Wallace moved his headquarters from Cincinnati to Kentucky, he selected the main building at the Thompson Winery that was designated Fort Henry, although no earthworks were ever constructed on the site.