As part of an attempt by the Confederates to drive the Yankees from central Tennessee and Kentucky, Smith moved toward Lexington, Kentucky, with about 19,000 troops in search of supplies. Facing him was a Union force under General Horatio Wright, who was sitting atop a palisade along the Kentucky River just south of Lexington. Part of Wright's force, under the command of General Mahlon D. Manson, did not receive orders to fall back to the river. Instead, Manson placed his 6,500 troops on high ground around Richmond, further south of the Kentucky River.
On the morning of August 30, Smith's force collided with Manson's south of Richmond. The Confederates soon routed the Yankees, many of whom were new soldiers with no battle experience. After retreating two miles, Manson's troops mounted a counterattack but were repulsed. The Union force retreated again, and the Confederates followed with a withering attack. This time, the Yankee retreat was cut off by Colonel John Scott's Confederate cavalry force.
The loss was complete for the Yankees. More than 4,300 of the 6,500 Federals were captured, including Manson and his entire staff. Confederate losses stood at 98 killed, 492 wounded, and 10 missing out of 6,800. The Rebels captured Lexington two days later.