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[165] river. By half-past 7 the clouds had obscured the dipping sun; the illumination from the burning fort was grand. A grand and spreading column of smoke towered above the bluffs, while the leaping flames could be seen above the woods in two and sometimes three places. Several slight explosions took place during the fire. The conflagration lasted an hour and a half, when all relapsed into the original gloom. It was clear enough to see that the enemy were evacuating the fort. Capt. Phelps meanwhile went down to the foot of Flour Island in a tug and watched the operation at the distance of a mile and a half. He was, of course, satisfied of the evacuation, and determined upon landing early in the morning.

Thursday, June 5.
Early this morning the fleet got under way, and by sunrise our flag was waving from the heights of Fort Pillow. The rams under Col. Ellet, anxious, probably, to secure an equivocal notoriety in being the first to land in an abandoned fortress, proceeded with all speed down the bend, followed by the Benton and her gallant followers — Mound City, Cairo, Carondelet, Cincinnati, St. Louis and the transports and mortarfleet — until we had rounded the Craighead Point, so long the slice which separated us from the rebels.

The approach is by a long and complete curve, in which the river runs, as at Columbus, right into the Chickasaw bluff, where the stream suddenly narrows until it becomes from two miles wide to nearly half a mile at the Fulton landing, just below the forts. The yellow sand bluff rises to the height of a hundred and fifty feet, and in general appearance is remarkably like the situation of Columbus, with the exception that the fortifications are placed lower down in the bend.

It is impossible for any one who is at all acquainted with military engineering to pass over the works without arriving at the impression that, both by natural configuration and scientific aid, they are the most formidable works of their kind in the country. Never before, probably, was any place containing so many natural advantages for purposes of defence. The difficulties of storming the place are absolutely incredible. Nothing but the most reckless and thoughtless bravery could ever have made entry into these lines if defended by five thousand determined men.

The capabilities of the works facing the river are enormous — not only mounting the most formidable guns, but also subjecting the enemy to the most conical fire in approaching the place. Stronger than Columbus by nature, it was equally well fortified by art. Twice stronger than Island No.10, for the reason that the approach was barred, we could not even see the enemy, while he could look down upon our decks from his high bluff. The evacuation of so strong a place is evidence that the attempt to hold the river is relinquished.

The fact that the rebels had held us here so long, and that we had taken no extraordinary measures to reduce the fort, seemed rather like reasons for holding it at all hazards rather than abandon it.

The two regiments of Cols. Fitch and McLean--Forty-third and Forty-sixth Indiana--tired of the weary guard-duty on the Arkansas shore, among the mosquitoes and rattlesnakes, conceived the dangers of the rebel guns would hardly be more formidable than the common enemy of mankind.

A large picket force was landed on the Tennessee shore, under Capt. Schermerhorn, who made a detour round, so as to come in the rear of the fort. A bridge was constructed across Cole Creek. The rebels, discovering this, fancied that our force was much larger than it was, and in conjunction with the movements of Gen. Halleck, left them no alternative but to abandon the position.

The mortars, as we discovered, had thrown shells into the works, and far beyond them into the woods, but could not learn whether they killed any one. The presumption is against it, as the garrison was quite small, and the places of shelter abundant.

The works at Pillow may be described most easily, as first an irregular line of earthworks running along the base of the bluffs for the distance of half a mile continuous, with but one slight intermission, at a height of twenty-five feet from the river at this stage. The embankment, part of which appears to be old, is calculated for forty-one guns, though it is doubtful if more than eighteen have been mounted there at any time.

Above this, and on plateaux not quite even with the top of the range of bluffs, are two long batteries calculated for about twenty guns of various calibres. These works are of more recent construction. Besides this, there are on the heights, and in isolated positions near the top, excavations, behind which a single gun was mounted, or, more correctly speaking, dismounted. The plan of the rebels has evidently been to remove most of their best guns, and to shatter the rest by over-charges. A few of them have stood the test, and may be considered amply safe hereafter.

Fort Pillow, named after the celebrated Gideon J. Pillow, of Mexican ditch and Fort Donelson notoriety, is an immense system of earthworks, situated on the first Chickasaw bluffs, sixty-five miles above Memphis, and one hundred and seventy-five below Cairo. The first fortifications were, as I learned from a native, commenced about a year ago, early in June, 1861, at the time when Memphis was in a ferment, and the secession of Tennessee was eagerly canvassed. The original design has been greatly enlarged, so that little or no trace of the original can be found in the numerous additions which have been made from time to time, up to within a month ago. At first, only a few companies of confederate soldiers were kept here ; but at the time of the

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