General Braxton Bragg tends to have a poor reputation in Civil War circles, and in many ways, it is deserving. However, his 1862 invasion of Kentucky was actually well conceived and executed. After the Battle of Shiloh, the southern army was in shambles, especially with the loss of their commander. They had retreated all the way to into Mississippi. Bragg’s plan was to circle around the Union Army, pick up Kirby Smith’s men and get behind Union lines in Kentucky. If he was successful, it would force the Union to leave Tennessee and follow him. His plan worked. He got as far as Frankfort, where he replaced the Union government with a Confederate one. He had hoped the state would switch its allegiances and fight for the South. Kentucky did not change sides, but he did manage to force the Union Army to follow him into the state. The two sides met at Perryville, where the Union greatly outnumbered the South. Bragg lost at Perryville and then again at Murfreesboro, both times to much larger forces, before the armies retired for the winter. The plan ended in failure for Bragg, but it was a bold gamble and perhaps with more men he could have pulled off the upset win.