While Colonel Morgan was employed in the mountains, General Smith directed me to annoy the enemy as much as possible in the direction of Covington. On the evening that I arrived at Walton, where Hutchinson had been encamped, I found him in retreat, pressed by a superior force of the enemy. We soon found that we could not efficiently check the enemy's advance, and accordingly fell back to Crittenden, a little place seven miles from Walton. The enemy encamped five miles from the place. On the next morning we were driven out of Crittenden, and as the enemy continued to advance, I dispatched General Heath that I believed it was an advance upon Lexington. The enemy's force consisted, as we afterward ascertained, of about seven thousand infantry, one thousand cavalry, or, perhaps a little more, and eight pieces of artillery. Skirmishers were thrown out, in strong lines, for a mile or more on each side of the road. The country was open and easily traversed by troops, enabling them to strengthen any part of the line that might need it. We could therefore hope to effect little; and after carefully reconnoitering, without finding a convenient opening, we recontented to move slowly in their front, forcing them to keep up their troublesome precautions.
About 1 or 2 P.M., leaving scouts to observe them, I marched rapidly to Williamstown. This place is just upon the northern edge of the rugged Eagle hills. Thence I moved eastwardly to Falmouth, a small town on the Central Kentucky Railroad, about forty miles from Covington, and twenty miles from Williamstown--indeed nearly equi-distant from the Dry-ridge road, or Cincinnati and Lexington pike (upon which the enemy were moving), and the Maysville and Lexington pike, which also needed some watching. I was then in a position to observe every movement upon the entire front, and was, so to speak, in the center of the web commanding all the avenues which should be guarded. If the enemy continued upon the road upon which he was then advancing, he would have to force his way through General Heath's forces, advantageously posted amid the hills of the Eagle creek. If he turned to the left to seek a road not so well defended, he would have to come by Falmouth, and therefore Falmouth was the point where the cavalry watching him should be.