As soon as the news of the evacuation of Corinth was received at Cairo, we looked for the speedy capture of Fort Pillow. Accordingly, on the 4th of June, I proceeded down the river, arriving off Fort Pillow on the morning of the 5th. The Rebels had left, as we expected, after spiking their guns and destroying most of their ammunition. The first boat to reach the abandoned fort was the Hetty Gilmore, one of the smallest transports in the fleet. She landed a little party, which took possession, hoisted the flag, and declared the fort, and all it contained, the property of the United States. The Rebels were, by this time, several miles distant, in full retreat to a safer location.

It was at this same fort, two years later, that the Rebel General Forrest ordered the massacre of a garrison that had surrendered after a prolonged defense. His only plea for this cold-blooded slaughter, was that some of his men had been fired upon after the white flag was raised. The testimony in proof of this barbarity was fully conclusive, and gave General Forrest and his men a reputation that no honorable soldier could desire.

In walking through the fort after its capture, I was struck by its strength and extent. It occupied the base of a bluff near the water's edge. On the summit of the bluff there were breast-works running in a zigzag course for five or six miles, and inclosing a large area. The works along the river were very strong, and could easily hold a powerful fleet at bay.

From Fort Pillow to Randolph, ten miles lower down, was less than an hour's steaming. Randolph was a small, worthless village, partly at the base of a bluff, and partly on its summit. Here the Rebels had erected a powerful fort, which they abandoned when they abandoned Fort Pillow. The inhabitants expressed much agreeable astonishment on finding that we did not verify all the statements of the Rebels, concerning the barbarity of the Yankees wherever they set foot on Southern soil. The town was most bitterly disloyal. It was afterward burned, in punishment for decoying a steamboat to the landing, and then attempting her capture and destruction. A series of blackened chimneys now marks the site of Randolph.

Our capture of these points occurred a short time after the Rebels issued the famous "cotton-burning order," commanding all planters to burn their cotton, rather than allow it to fall into our hands. The people showed no particular desire to comply with the order, except in a few instances. Detachments of Rebel cavalry were sent to enforce obedience. They enforced it by setting fire to the cotton in presence of its owners. On both banks of the river, as we moved from Randolph to Memphis, we could see the smoke arising from plantations, or from secluded spots in the forest where cotton had been concealed. In many cases the bales were broken open and rolled into the river, dotting the stream with floating cotton. Had it then possessed the value that attached to it two years later, I fear there would have been many attempts to save it for transfer to a Northern market.

On the day before the evacuation of Fort Pillow, Memphis determined she would never surrender. In conjunction with other cities, she fitted up several gun-boats, that were expected to annihilate the Yankee fleet. In the event of the failure of this means of defense, the inhabitants were pledged to do many dreadful things before submitting to the invaders. Had we placed any confidence in the resolutions passed by the Memphians, we should have expected all the denizens of the Bluff City to commit hari-kari, after first setting fire to their dwellings.

On the morning of the 6th of June, the Rebel gun-boats, eight in number, took their position just above Memphis, and prepared for the advance of our fleet. The Rebel boats were the Van Dorn (flag-ship), General Price, General Bragg, General Lovell, Little Rebel, Jeff. Thompson, Sumter, and General Beauregard. The General Bragg was the New Orleans and Galveston steamer Mexico in former days, and had been strengthened, plated, and, in other ways made as effective as possible for warlike purposes. The balance of the fleet consisted of tow-boats from the Lower Mississippi, fitted up as rams and gun-boats. They were supplied with very powerful engines, and were able to choose their positions in the battle. The Rebel fleet was commanded by Commodore Montgomery, who was well known to many persons on our own boats.

The National boats were the iron-clads Benton, Carondelet, St. Louis, Louisville, and Cairo. There was also the ram fleet, commanded by Colonel Ellet. It comprised the Monarch, Queen of the West, Lioness, Switzerland, Mingo, Lancaster No. 3, Fulton, Horner, and Samson. The Monarch and Queen of the West were the only boats of the ram fleet that took part in the action. Our forces were commanded by Flag-officer Charles H. Davis, who succeeded Admiral Foote at the time of the illness of the latter.

The land forces, acting in conjunction with our fleet, consisted of a single brigade of infantry, that was still at Fort Pillow. It did not arrive in the vicinity of Memphis until after the battle was over.

Early in the morning the battle began. It was opened by the gun-boats on the Rebel side, and for some minutes consisted of a cannonade at long range, in which very little was effected. Gradually the boats drew nearer to each other, and made better use of their guns.