The sun was beginning to gild the spires of the city, and its slant rays came streaming over the waters into our faces. Men, women, and children were gathering upon the levee, on foot, on horseback, and in carriages. The crowd became more dense. Were they assembling to welcome us? Should we steam down to them, and ask them what they thought of the Rebellion? The Rebel flag was flying from the cupola of the court-house, and from a tall flagstaff on the levee. I remembered that on the 6th of May, thirteen months before, on the evening after the secession of the State, the people had torn down the stars and stripes, borne them out to the suburbs of the city, dug a grave, and buried the flag, trampling it in the mire!

Suddenly a Rebel gunboat steamed out into the stream, from the shelter of the Arkansas woods;—another,—another,—till eight had ranged themselves in two lines of battle. "Helm aport!" shouted our captain to the pilot, and we were rushing up stream again. The Admiral was not quite ready for action, and the Benton and Carondelet returned to their original position.

The appearance of the Rebel fleet,—the orderly formation of the battle line,—looked like work. The affair of the 10th of May, when the Rebel gunboats stole round Craighead Point above Fort Pillow, and sunk the Cincinnati, was sufficiently spirited to warrant the supposition that an engagement would be desperate. Several of the Rebel boats were fitted out at Memphis, and were manned by the old rivermen of that city, who would fight with great bravery under the eyes of their fellow-citizens, their wives and sweethearts.

"Let the sailors have breakfast," said the Admiral, who believed in fighting on a full stomach. I took mine on deck,—a cup of coffee, hard-tack, and a slice of salt junk,—for the movements in front of the city were too interesting to be lost sight of. The Little Rebel, the flag-ship of Commodore Montgomery, was passing from boat to boat. With my glass I could see the officers of the vessels. Montgomery was issuing his final orders.

Suddenly the Rebel fleet began to move up stream. A flag went up to the head of the Benton's flagstaff. It was the signal to be ready for action. Sailors dropped their plates, knives and forks, and sprang to their guns. The Benton was nearest the Tennessee shore, then the Carondelet, the St. Louis, Louisville, and Cairo. Our own little tug was close by the flag-ship, keeping its place in the stream by the slow working of its engine.

The Rebel fleet was composed of the Van Dorn, General Price, General Bragg, Jeff Thompson, General Lovell, General Beauregard, Sumter, and Little Rebel,—all gunboats and all rams, built expressly with a view of butting our fleet out of existence. The Beauregard was nearest the shore, next the Little Rebel, then the General Price, next the General Bragg and the General Beauregard, which composed the front line. Immediately in rear was the General Lovell, near the Memphis shore, her position being directly in front of the city wharf boat; next the Van Dorn, then the Jeff Thompson, and lastly the Sumter.

How strange, peculiar, and indescribable are one's feelings when going into battle! There is a light-heartedness,—a quickening of all the springs of life. There is thrill in every nerve,—an exhilaration of spirit,—a tension of every fibre. You see every movement, hear every sound, and think not only of what is before you, but of home, of the loved ones there,—of the possibility that you may never behold them again. Some men review their lives, and ask themselves if they have left anything undone which ought to have been done,—if their lives have been complete.

The Little Rebel was opposite the Benton. There was a flash,—a puff of smoke from her side,—a screaming of something unseen in the air over my head,—a frightful sound. The shot fell far in our rear. Another puff from the Beauregard, and the shot fell near the Benton. A third came from the General Price, aimed at the Carondelet, passed very near her larboard ports, and almost took our own boat in the bow. My fear was all gone. I was in the fight. There was no possibility of escaping from it. Wherever the boat went I must go. I should be just as safe to keep cool as to be excited. Besides, it was a new experience,—a new sight,—a grand exhibition. Interest, curiosity, and reason mastered fear. I sat down in an arm-chair on the deck beside the pilot-house, and made rapid notes of all that I saw. I transcribe them:—

5.40 A. M. Cairo opens with a stern gun,—shot strikes close under hull of Little Rebel. Our boats' bows up stream. Rebels advancing slowly. Bang—bang—bang—bang from each of the vessels. A whole broadside from Cairo. Another from Louisville. Air full of strange noises. Shells burst overhead. Pieces raining all round us. Columns of water tossed up. Both fleets enveloped in smoke. Very little wind. Splinters thrown out from General Price. Can see a shot-hole with my glass. Rebel fleet half-mile distant. Comes to a stand still. 6.00. Queen of the West cutting loose from shore. Monarch also. Great black clouds of smoke rolling up from their stacks. Steam hissing from their pipes. Commodore Ellet on the Queen. Stands beside the pilot-house. Sharpshooters looking from loop-holes. Queen wheels out into stream. Passes between Benton and Carondelet. Are near enough to say good morning to Commodore Ellet and wish him success. Monarch following Queen, passing between Cairo and St. Louis. 6.25. Rebels moving down stream. 6.35. Signal from Benton to round to and come to close quarters. Queen surging ahead under full speed. Ploughs a wide furrow. Aiming for Beauregard. Rebel fleet all opening on her. Shot crash through her. Exciting scene. Sharpshooters at work. Beauregard puts her helm down. Sheers off. Queen rushes by. Has missed her aim. Coming round in a curve. Strikes the General Price. Tremendous crash. Men jumping into water. Beauregard falling upon Queen of the West. Another crash. Monarch close at hand. Smashes into Beauregard. Cracking of rifles and muskets. Queen of the West sinking. Monarch throwing out a warp. Towing her ashore. Benton close upon the General Lovell. Shot strikes Lovell in bow. Rips from stem to stern. Water full of timber and fragments. Lovell sinking. Man on deck. Left arm shattered, crying help! help! help! Commotion on shore. Lovell goes down with a lurch. River full of poor wretches struggling for life. Throwing up their arms. Stream sweeps them away. Little Rebel fleeing to Arkansas shore. The Jeff Thompson on fire. 7.05. Rebel fleet broken. Their guns all silent. Beauregard sinking. We run alongside. Rebel officers lay shattered. Sides of vessel spotted with blood. Pool of blood on deck. Crew fled. Taken off by Little Rebel. Help lift wounded Rebel officer on our boat. Thanked us, and said, "You are kinder than my own comrades, for one of them was mean enough to steal my watch and pick my pocket." Little Rebel run ashore. Crew fleeing into woods. Cairo gives them parting broadside. Rebels crawling up the bank dripping with water. 7.10. Boats of Benton and Carondelet picking up the wretches. Van Dorn escaping down stream. 7.25. Fight over. Van Dorn out of sight. Last gun fired. Jeff Thompson on fire in every part. Grand explosion. Whole interior of boat lifted five hundred feet high. Flames. Volumes of smoke. Bursting shells. Timbers, planks, fragments, raining all around us.

It was a complete annihilation of the Rebel fleet. Not a man was lost on our gunboats, and Commodore Ellet was the only one wounded.