MAJOR, THE CONDUCT OF THE OFFICERS AND MEN GARRISONING FORT PILLOW HAS BEEN SUCH AS TO ENTITLE THEM TO BEING TREATED AS PRISONERS OF WAR. I DEMAND THE UNCONDITIONAL SURRENDER OF THIS GARRISON , MY MEN HAVE RECEIVED A FRESH SUPPLY OF AMMUNITION AND FROM THEIR PRESENT POSITION CAN EASILY ASSAULT AND CAPTURE THE FORT. SHOULD MY DEMAND BE REFUSED I CANNOT BE RESPONSIBLE FOR THE FATE OF YOUR COMMAND.
RESPECTFULLY NATHAN BEDFORD FORREST APRIL 12, 1864

Fort Pillow was situated on a bluff over looking a skinny stretch of the mighty Mississippi. It was somewhat crescent shaped, with two or three rows of trenches and parapets in increments of about 300 yards in front of the main earthen walls, which were almost nine feet high. A few hundred yards outside of the walls were the barracks and huts used by the troops occupying it, with a horse pen a few hundreds yards southeast of the them. There were deep ravines on the exterior of the parapets, and ridges higher than the main fort walls just outside of the ravines, perfect for sharpshooters.

To continue his use of the Tennessee area for munitions, recruits, and for general occupation, Major General Nathan Bedford Forrest had to get rid of the nuisance of Fort Pillow. Forrest's scouts knew the area and fort status very well he felt now was the time to take it. He dispatched Brigadier General James Ronald Chalmers north with one of his own brigades, McCulloch's, and Bell's Brigade, from Abraham Buford's division, with it. Chalmers's expeditionary division headed towards the fort on April 11, with orders to make it there by early morning of April 12. Riding hard through darkness and driving rain, they captured the enemy pickets at Pillow just before first light on the 12th. Chalmers deployed his troops: McCulloch's Missouri Brigade on the left (south/southeast of the fort) and Bell's Tennessee Brigade on the right (east/northeast of the fort).

The garrison at the fort was occupied by two small regiments of US Colored troops and Unionist Tennesseans, numbering almost 600 men, as well as six artillery guns and their artillerymen. It was under the overall command of Major Lionel F. Booth, with second in command being Major William F. Bradford. Bradford was at first in command of the fort, but was relieved by Hurlbut and replaced by Booth, the former saying he wasn't experienced enough to command. Waiting upriver was the New Era, a Union gunboat capable of protecting the fort if needed.

When dawn came, McCulloch's and Bell's brigades advanced dismounted, easily pushing back the Federal defenders. The blue coated troops withered away to a high ridge, a good position that was also carried by the rebel cavalrymen. They advanced under cover of a deep ravine, and came in possession of the horse pen and all its mounts, a main objective of Forrest. As the Missourians continued to attack, they took position of the higher ground, perfect for sharpshooters concealed behind logs and other debris. In the meantime, Bell's men had swung around onto the eastern side of the fort. The impression was that this side was more vulnerable and it was also felt that the main attack to the south under McCulloch would distract most of the troops. They began their plans when Bedford Forrest himself arrived on the scene. Bell's men found their position and advancement plans "impracticable," and abandoned them at about the time Major Booth, US Commander in charge, was shot in the chest by a sharpshooter's bullet. He had been urging on his men at a battery port, and now was dead. Major Bradford took overall command of the garrison, unknown to the Confederates.

Upon his arrival about mid-morning, Forrest scouted the area very closely, at one point losing a horse beneath him. His extensive and dangerous reconassance soon proved to be advantageous, and well worth the bruises received from his fall. He discovered that on the northeast side of the fort, where Bell's men were, there was a ravine like that McCulloch's men were protected by, very close to the main fort. He detached the 2nd Tennessee Cavalry, under Colonel Clarke S. Barteau, into the northernmost part, and commenced advancing the rest of Bell's Brigade, while McCulloch's men renewed their attack. He also sent more men to act as sharpshooters on the hilltops, to cover for those advancing.

As the sharpshooters took a toll on the Federals, those on the left abandoned another line of parapets, now directly in front of the huts and barracks. They desperately contested these trenches, knowing that the huts would provide great cover for their foes, and, according to McCulloch, could "silence" the Federal cannon. It was to no avail for the Unionists, though, as the huts were soon taken by McCulloch's men. Only one line of huts had been burned, and the Confederates hopped in the new line of trenches they had taken, and continued to assail those retreating. Soon enough Forrest's men were snug in the abandoned trenches, ready to make a general assault on the main fortress. Before attacking, however, Bedford sent in a demand for the surrender of the garrison. Why kill them all when you can just as easily let them give up? The note was carried in by Chalmers's adjutant general, Capt. W. A. Goodman, and read as follows:

Headquarters, Forrest's Cavalry,

Before Fort Pillow, April 12, 1864

Major Booth, Commanding United States Forces, Fort Pillow:

Major, -- The conduct of the officers and men garrisoning Fort Pillow has been such as to entitle them to being treated as prisoners of war. I demand the unconditional surrender of this garrison, promising you that you shall be treated as prisoners of war. My men have received a fresh supply of ammunition, and from their present position can easily assault and capture the fort. Should my demand be refused, I cannot be responsible for the fate of your command.

Respectfully,

N.B. Forrest,

Major General Commanding.

Bradford received the note of surrender and wrote back a reply that he wished to consult with his fellow officers, and give him one hour to do so, and signed it "L.F. Booth," the commander who had been killed earlier. When Forrest saw this and noticed the smoke of steamships coming up the river, he refused the one hour and told "Booth" he would give him only 20 minutes. He detached a few hundred men of Barteau's regiment to cover the coast at the northern half of the fort, to prevent the ships from landing and to "pour rifle-balls into the ports" of the them, including the New Era. He also sent Captain Charles Anderson and a couple hundred men to cover the southern coast of the fort, with the same instructions. Some viewed this as a violation of the truce...Forrest viewed the steamers' actions a violation, and he was only acting in accordance.

As the officers continued to negotiate, Forrest himself rode up to them to see what the situation was. At the time the men were arguing whether Forrest was actually on the field, and not being tricked, as was done in the capture of Union City previously. He assured them that it was himself, and a few officers there who knew him by sight agreed it was.

The steamers "ascending the river" now came more into view, the Olive Branch loaded down with men and materiel. Anderson's and Barteau's men opened up with rifle fire when it got near the bluffs, and after a few parting shots, it sailed on. It was on its way to Cairo, Illinois, and the New Era signaled her to keep on going, apparently saying she had the situation under control. Bradford's next note came into play then, which was written: "You demand does not produce the desired effect," with the forged name of Major Booth. The uneducated Forrest replied with, "This will not do. Send it back, and say to Major Booth that I must have an answer in plain English. Yes, or No," or ". . . in plain and unmistakable English. Will he fight or surrender?" Either way, Forrest wasn't happy with Bradford's response. Soon, as jeers and yelling between the troops became more and more rampant, came his second reply: "General: I will not surrender. Very respectfully, your obedient servant, L.F. Booth, Commanding U.S. Forces, Fort Pillow." The negotiators and NBF exchanged salutes and farewells, and headed back to their commands. "We must take them," said Forrest.

He issued commands to his brigades under Bell and McCulloch, and the detachments under Barteau and Anderson, to prepare to assault the fort. The bugler sounded the call for "charge" and with rebel yells, the southerners rushed to the fort. Unusually, Forrest himself did not lead or take part in the charge, most likely because of his injuries sustained from three horses being shot from beneath him earlier, and the hard riding he had done to get there. However, it was noted by many accounts that he eventually did ride into the melee. The Confederates scrambled into the first ditch, and helped each other up and over the walls in front. The Federals began to melt away, some running and plenty others shot by the screaming cavalrymen as they leapt into their surprised foes. The garrison let loose a volley which made the Confederate line falter some, but they soon rallied and continued in their attack. Forrest's troopers fired at point blank range into the blue ranks, pulled pistols and let loose a hail of gunfire among them. As they continued to pour in over the walls, the federals retreated towards the bluffs, where Barteau and Anderson were waiting. Major Bradford wailed, "Boys, save your lives." The Confederates continued to push back their opponents during the melee and hand-to-hand combat, and soon the fort's Stars and Stripes came down. In the meantime the detachments down below the bluffs poured lead into the New Era, which seemed to show no fight, seeing all hope lost. As the garrison ran towards the river they were slaughtered in a fiery cross-fire between the guns of Barteau and Anderson. Those that escaped jumped into the river, where they drowned or were shot down. The place was looted, destroyed, and burned. It was, for Forrest, a complete victory.

Bedford rode out before sundown that day, leaving Chalmers in command. The next morning the task of burying those killed was at hand, along with rounding up prisoners.