Rosecrans' army consisted of two divisions of his own Army of the Mississippi, those of Brig. Gens. David Stanley and Charles Hamilton, as well as two from the Army of the Tennessee, under Brig. Gens. Thomas Davies and Thomas McKean.

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Rosecrans had one advantage of which Van Dorn was completely unaware. A Confederate spy, Amelia Burton, sent information to Van Dorn indicating that the Union defenses were weakest on the northwest side of town. Unknown to the Confederates, her message was intercepted, copied and sent along. When Rosecrans took command at Corinth of September 26, he immediately began improving the town's defenses in that direction.

Three lines of fortifications protected Corinth. The old Confederate works (from earlier in the year), several miles from town, were on good defensive ground but encompassed a front too wide for Rosecrans to defend with his small army. The "Halleck Line," a mile and a half from Corinth, was also too long. The inner line lay immediately outside town where there were five batteries (or forts) on what was called the "College Hill Line."

The weak points of the Union defenses were where Chewalla Road in the center and Purdy Road on the right pierced the lines. Battery Robinett, a fort with three siege guns, dominated Chewalla Road. Battery Williams, with seven guns, was on the other side of the road and somewhat to the rear of Battery Robinett. The guns in both batteries were manned by regulars from the 1st U.S. Infantry.

On the right, Battery Powell was built where Purdy Road came down into the Union lines. The ground about it was open and without rifle pits.

On the 29th, Rosecrans' cavalry began skirmishing with the Confederates. In the most damaging action, a detachment from the 3rd Michigan Cavalry drove off the Confederates guarding Davis' Bridge over the Hatchie River near Pocahontas, and destroyed it.

Van Dorn needed to move quickly, but had to wait while his men rebuilt the bridge. The same thing occurred a few miles down the road at Young's Bridge over the Tuscumbia River, but when his men tried to work, Union skirmishers opened fire, delaying work further until the cavalry could drive them off.

To guard against a surprise attack, on October 1 Rosecrans sent Colonel John Oliver to Chewalla with three regiments from McKean's division, and two 12-pound howizers. The morning of the 2nd, a patrol heard drums on a road leading into Oliver's rear. Fearing that the Confederates might cut him off from Corinth, Oliver began a withdrawal toward Corinth.

Van Dorn camped at Chewalla on the 2nd. That night he held a council of war with his generals and laid out his plan for attacking Corinth. Though he had one or two good maps, Van Dorn drew a crude sketch on paper indicating how he wanted the army to maneuver. His division commanders thus went into combat the next day without a clear understanding of what Van Dorn wanted them to do.

To cut off Rosecrans from reinforcements, Van Dorn sent his cavalry to strike the railroad during the night, but by then it had lost its tactical importance. When the last supply train arrived in Corinth on the 2nd, the engineer had orders to return to Jackson that day, as Grant expected the Confederates to seize the rail line.

At dawn on October 3, Lovell's division led the Confederate army down the road toward Corinth. Five miles from town, Hebert's and Maury's divisions left the road to form a line of battle on the east. At 10 a.m., Lovell advanced, driving into Oliver's skirmishers. Under pressure, the Union troops retreated, losing a howitzer with a broken axle. Rosecrans reported that Oliver "acted feebly and fell back," but in reality, he faced thousands of Confederates with only 500 men.

Oliver retreated to a new position on a hill near the old Confederate line. Rosecrans, thinking this might only be a screen to cover a Confederate attack in some other direction, ordered him to keep up resistance. When Oliver reported he needed reinforcements if he was to hold the hill, Rosecrans moved his units forward to the old Confederate line, Brig. Gen. John McArthur reinforcing Oliver with another of McKean's brigades, under Davies, to their right, and Hamilton on his right.

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