Kelly's Ford was one of the early larger scale cavalry fights in Virginia that set the stage for Brandy Station and cavalry actions of the Gettysburg campaign. Twenty-one hundred troopers of Averell's cavalry division crossed the Rappahannock River to attack the Confederate cavalry. Fitzhugh Lee counterattacked with a brigade of about 800 men. The "Gallant" Pelham was killed. After achieving a localized success, Union forces withdrew in mid-afternoon.