On March 16 Union cavalry officer William Averell set out to “rout or destroy” Fitzhugh Lee and his cavalry command as they sheltered south of the Rappahannock River near Culpeper Courthouse. He took with him some 3,100 troopers, telling them to sharpen their sabers and expect to win. On March 17 Averell forced a crossing at Kelly's Ford and then repulsed several of Lee's counterattacks, forcing the Confederate cavalry back several miles. Confederate artillerist John Pelham was killed. But, with complete victory in his grasp, Averell lost his nerve and withdrew to Union territory that evening. Fitzhugh Lee avoided being crushed, which meant that Averell had failed in his primary objective, but the battle proved that Joe Hooker's reorganized and refitted Union cavalry was a force to be reckoned with.