Kilpatrick had positioned his command at the head of a large swamp at the top of Nicholson Creek, with the swamp protecting both his right flank and rear. However, he had failed to post pickets on his left flank, which left the camp open to an attack from the west. This arrangement also meant that the cavalry units located between the road and the swamp were vulnerable to attack, with only one escape route back up the ridge toward the road. Unfortunately, this route was blocked by the infantrymen of the 4th Brigade.

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Taking shelter from the rain, Spencer and his staff made themselves comfortable in the abandoned farmhouse. Kilpatrick and his staff soon joined them, leaving their numerous mounts tied to the railing of the front porch and garden fence. The carriage was parked close by.

That night Hampton, Wheeler and Butler agreed that they would attack Kilpatrick's headquarters at daybreak, which would allow time for Brig. Gen. William Y.C. Humes' and Maj. Gen. William Wirt Allen's divisions to reach the battle area. Butler closed up his division in columns of regiments. During the night, his men camped in the woods, close enough to observe the Federal camp. Despite the darkness and rain, no fires were allowed and all conversation was prohibited. The men spent the miserable night in the woods sitting on the ground, holding the reins of their horses' bridles.

Wheeler's corps was delayed by the bad roads and heavy rains and was stretched back for some miles. It was nearly daylight before the advance columns of Humes' and Allen's divisions reached the area. The rain had stopped, and a blanket of fog hung over the swamp and covered the camp. Butler sent for Colonel Gideon Wright, who commanded Young's Brigade in Cobb's Georgia Legion. Butler told Wright to select a captain to lead the advance squadron when they charged the camp. Wright chose Captain Joseph Bostick and sent him to meet with Butler. Butler carefully described the location of the house to Bostick and ordered him to rush the house upon entering the camp, to surround it and hold his position until Butler and his column came to his assistance.

Wheeler now arrived in the area. Issuing commands in low tones, he arranged his men into five attacking columns. His plan was to cross the large swamp and fall upon the camp from the rear. Wheeler ordered Humes' division to the extreme right. Brigadier General Thomas Harrison's Texas Brigade was placed in the center, while Allen's division was ordered south of Morganton Road.

Brigadier General James Hagan's 3rd Alabama Brigade was placed at the head of the column, along with Wheeler's escort and Captain Alexander M. Shannon's scouts. Shannon's Scouts (8th Texas Cavalry) was a handpicked unit of 30 men that had been organized for reconnaissance. The scouts had become so effective against Sherman's foraging parties during the Georgia campaign (capturing 102 Federals and killing 43) that Kilpatrick had offered a $5,000 reward for Shannon's capture.

Wheeler had his own plans to capture Kilpatrick, and had ordered Shannon to do so. Brigadier General George G. Dibrell's brigade of Humes' division was the reserve brigade. Butler formed his division north of Morganton Road, with Law's brigade as his reserve unit.

The plan of attack was simple. With Wheeler to the right and right center, Wright to the left center and Butler's division on the left, their lines would form a circle almost enveloping the camp. In the rain and darkness, they moved their main force within 600 yards of Kilpatrick's camp.

Before daylight, Hampton asked Wheeler to take command of his and Butler's cavalry. Hampton would wait in reserve with Dibrell's brigade.Wheeler thanked Hampton, mounted his white horse and rode to the center of the attacking brigades. With the center brigade directly in front of the swamp, Wheeler raised his pistol, gave the command 'Forward' and started for the camp. At the same moment, Wright gave the order to mount. Wright was the front brigade, followed by Butler with the rest of the left flank.

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