On April 17th Union General Steele sent a foraging party of close to 200 wagons to the west of Camden to confiscate corn that had been discovered by Union Patrols.
Col. James Williams was in command and, after some reinforcements, had a combined force of infantry and cavalry numbering about 1000 men and 4 cannons.
One of the units was a black infantry unit, the 1st Kansas (Colored). They had been a thorn in the side of the Confederates in the skirmish at Island Mount in Missouri in October, 1862, which made them the first Black Infantry Regiment to fight in the Civil War. They also out fought the Confederates at the Battle of Honey Springs in Indian Territory. As with all black units during the war, they were paid less than the white soldiers and were commanded by white officers.
The foraging had been a success, and the bulk of the foraging party had returned to their overnight camp about midnight.
However, Williams’ force had been observed when it left Camden and the Confederates set out from their camp about twilight to confront the Union Train.
Confederate General Marmaduke was put in command of the force, and with repeated reinforcements arriving during the night and early morning, his combined force grew to about 3100 cavalry and 4 cannons.
The Confederates maneuvered between the Union force and Camden. They set up a road block with units on both sides of the main road to ambush the Yankees.