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Fort Pillow was constructed by the Confederates in 1861, as part of the Mississippi River defenses designed to protect Memphis, Tennessee. But the Confederates evacuated the post, located on a bluff 40 miles north of Memphis, in June 1862. Union forces eventually incorporated it into a series of outposts to protect communications and supply lines in the region and to suppress guerrilla activity and contraband trading. By 1864, the fort was not only a tangible example of the Union presence in the region, but also an inviting military target. Fort Pillow achieved notoriety for the events of April 12, 1864, when southern troops assaulted the works.

The post itself comprised three lines of defense. The two outer lines stretched for such a distance as to require thousands of men to hold them from a determined assault. In April 1864, however, the garrison, under the command of Maj. Lionel F. Booth, consisted of between 557 and 580 men. These troops divided roughly between the white Unionists of the 13th Tennessee Cavalry and the African American troops of the 6th U.S. Heavy Artillery and the 2nd U.S. Light Artillery. Tennessee Union Maj. William F. Bradford served as second in command.

With such a small force available, troops were concentrated in the innermost third line of defense, an earthwork whose semicircular parapet was approximately 125 yards long, standing between 6 and 8 feet high, and measuring 4 to 6 feet across. In addition, as an impediment to assault, a 12-foot wide and 6-to-8-foot deep trench lay between the earthworks and any foe striking from the landward face of the fort. A steep bluff dropped off at the rear of the work, descending to a landing below, while two significant ravines cut the ground on either side.

Although the closer of the two outer lines lay on higher ground than the fort itself, Booth had only enough men to use it as a picket line (i.e., for sentries). Perhaps he hoped to hold the fort with the six artillery pieces he had or the promise of assistance from the nearby Union gunboat, New Era. In any case, Booth expressed no concern about the garrison, telling his superior, Maj. Gen. Stephen A. Hurlbut, on April 3, that he considered Fort Pillow “perfectly safe.” Confederate general Nathan Bedford Forrest had designs on Fort Pillow, which he explained in an April 4 report: “There is a Federal force of 500 or 600 at Fort Pillow which I shall attend to in a day or two, as they have horses and supplies which we need.”

Early on April 12, the first Confederates arrived before the fort under Gen. James Chalmers. Driving the Federals into the inner works, the southern troops took up positions and Chalmers began to deploy sharpshooters to pin down the defenders. Among the early casualties was the post commander, Lionel Booth, shot through the chest at about 9:00 A.M. as he stood near one of the fort's embrasures. Command devolved to Major Bradford, although he continued to use Booth's name in communications with the Confederates.

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