Before Wallace's locomotive could reach Lexington, he was intercepted at Paris by another telegram from General Wright, ordering him back to defend Cincinnati. Wallace's staff reminded him that there was nothing with which to defend the city and that he was not bound to accept the command. The staff officers insisted that since the city had no army, artillery, nor fort, defense would be futile. Nevertheless, Wallace determined to try to the utmost and turned briskly to a plan of his own. He announced that the 170,000 residents of the city would have to provide their own defense. Over Cincinnati and the opposite Kentucky towns of Covington and Newport, he proclaimed martial law, to be enforced by the police until they could be relieved by the military. At 9 a.m. on September 2, 1862, all businesses were to close down, and within an hour all citizens were to report for work details: "citizens for the labor, soldiers for the battle." Ferryboat service across the Ohio was suspended.

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Wallace's decisiveness snapped the citizens out of their anxiety, and after the initial complaints that even marriages and milk delivery must be postponed, the residents turned up with revived morale. The Cincinnati Gazette announced, "To arms! The time for playing war has passed. The enemy is now approaching our doors!" Wallace gave local surveyors and civil engineers a quick course in defensive fortifications and sent 15,000 citizens across the river with "ploughs, picks, shovels, and scrapers obtained from the hardware-stores" to dig breastworks and rifle pits on the Kentucky shore. There was no looting nor picnicking; all activity was strictly supervised. Though it had taken engineers three months to construct one at Paducah, Wallace had a 25-foot-wide pontoon bridge of coal barges set up across the river within thirty hours, to allow his forces passage. Governor David Tod of Ohio mobilized the countrymen, and each road entering the city and each train coming in was full of volunteers for the defense. Some 60,000 irregulars, whom a paymaster nicknamed the "Squirrel Hunters," poured in, armed with muzzle-loading hunting rifles.

Wallace and his subordinates did an amazing job of organizing and directing all these forces, and supplying them with food and lodging. He posted 55,000 armed men behind breastworks stretching along the bend of the river and concentrated at Covington and Newport. Another 15,000 were stationed at possible fords, while sixteen impressed steamboats armed with 6-pounder cannons patrolled the river. By this time, Wallace had a staff of about 150 members, many of them volunteers from the professional, artistic, and intellectual elite of the "Queen City" of the Ohio. Several became his lifelong friends and admirers. At night, in his headquarters at the Burnet House, they put on impromptu entertainments of song, story, and recitation. Wallace contributed a 15-stanza doggerel poem, "The Stolen Stars: an Hysterical Ballad," which tells how dying Father Washington bequeathed the American flag to Uncle Samuel, only to have a conflict develop between Puritans and Cavaliers, the latter seceding and stealing eleven stars with them, which the Puritans vowed to bring home. The ballad was later published in Harper's Weekly and issued with music as a broadside.

Meanwhile, Wallace learned the Kirby Smith, having occupied Lexington, had divided his forces and led on to capture Frankfort, the Kentucky capital, while sending the other under Brigadier General Henry Heth up the Lexington pike against Cincinnati. Colonel Scott's cavalry, coming on ahead, skirmished with Wallace's pickets; and on September 6, a week after the Battle of Richmond, Heth's main column appeared at Covington. Heth reconnoitered along Wallace's defenses, probing for the weakest point. For six days, the Confederate army and the Union volunteers faced each other, while some raids and skirmishes took place. Wallace successfully sent into the heart of Heth's camp two spies, who reported to him in detail on the size and organization of the Confederate forces. He knew that Heth was also infiltrating his lines but let the Confederate agents pass to report back the strength of the defenses.

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