Just when victory seemed certain, Colonel Charles Carroll galloped up to Forrest with the news that a large Union force was fast approaching their rear along the Lexington-Huntington Road and was deploying in line of battle. Forrest, who had left McLemore's battalion with orders to guard against just such and eventuality, was astounded. He recovered quickly, however. When Carroll asked, "General, a heavy line of infantry is in our rear. We're between two lines of battle. What'll we do?" Forrest responded decisively, "Charge them both ways!"
Forrest urged his horse toward the Parker house where he discovered Colonel John W. Fuller's troops in possession of the orchard and nearby field. An officer stopped him as he passed close to the Federal lines, shouting, "Halt and surrender." Forrest quickly replied, "I have already done so," explaining that he was prepared to bring up his remaining command for a formal surrender.
The officer, satisfied with Forrest's reply, let him pass. Forrest quickly wheeled south, galloping toward his cavalry, As he passed the field hospital he warned the surgeons of the danger so that they could prepare to make their escape. When he reached his brigade Forrest ordered his men to remount and head for the Lexington Road. He wasn't prepared to concede defeat just yet. A bold charge might save his artillery and allow his men to escape to safety.