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[179] lights are visible; we are before Memphis at 8.45 P. M., only four miles above the city. We plainly perceive, with the aid of our glass, numerous twinkling lights, together with the fires of an ascending steamer, perhaps a rebel gunboat.

“How is the water? Can we anchor here?” says Capt. Phelps to pilot Dan Duffy. “Yes, sir,” he replied, “there's plenty of water.” “Then round the Benton to,” says Capt. Phelps, when pilot Duffy gives her the wheel, bringing the huge chief of the “iron-clads” around most beautifully. While our anchor is being cast, the Commodore's tug “Jessie,” assisted by all the other tugs, dart and whiz off steam, and notify the other gunboats to “cast anchor,” while the transports are ordered to land on the Arkansas shore and throw out a heavy body of pickets. In the mean time, the men sleep by their guns, while the “boarding-pikes” are brought on deck, and the usual precautions taken to be ready for a surprise or a night-attack.

A light is discovered on the Tennessee shore, opposite to where we lay at anchor. While gazing at it, the hissing or escapement of the steam of a tug is heard. It can't be ours, as our little fleet of tugs is quietly bobbing about at the stern of the Benton. “It is a rebel tug,” says the Quartermaster; “she is within a quarter of a mile of where we lay. We'll give her a shot.” “No, that won't do, as the Commodore don't desire to wake up the enemy before morning,” says the officer of the deck. She works and whizzes away at a tremendous rate, but can't get off the bar. In the mean time, the usual taps of the bells announce the hour of 9 P. M. Thirty minutes later, a gun, supposed to be a signal, is heard in the direction of Memphis. All is quiet until 12 P. M., when the officer of the deck reports a fire where the rebel tug lies, hard and fast upon the bar. It spreads rapidly, illuminating the heavens most brilliantly, and revealing to our view the destruction of the rebel tug, Gordon Grant. Her crew, finding they could not get her off the bar, and discovering our fleet anchored near, apply the torch and escape to Memphis, and announce our arrival. Being weary and jaded, noting the many interesting events of the day, notwithstanding the beauty of the brilliant conflagration, we go to bed, anticipating still more lively and vivid scenes on the approaching morrow.

At five A. M., to-day, we arise and visit the deck of the Benton, and find we are at anchor one and a half miles above the city of Memphis. It is mild and clear, with a bright sun, and every indication of fair weather. Memphis lays spread out before us on the bluffs in all her beauty — her large and elegant buildings, and graceful domes and steeples presenting an inviting and imposing appearance. The steamers H. R. W. Hill, New National, Victoria, Kentucky and Acacia are laying at the wharf. Our fleet of ironclads, ordnance and supply steamers and transports, being in full view of the city, the bluffs at this early hour appear to be thronged with citizens. Two fine large wharf-boats are also to be seen, together with the charred, burning, skeleton wreck of the tug Gordon Grant, lying on the Island opposite where we lay, which was burned by the vandals last night. The timbers, or shape of the hull, is there, together with the chimney and propeller-wheel or flanges. Across on the Arkansas shore is the track of the Memphis and Little Rock Railroad. Two or three cars are standing on the track, while one lies careened at the water's edge, as though it had been thrown from the track. At 5.40 A. M., four or five dark, dingy-looking rebel gunboats came round the point or bend. After manoeuvring up and down the levee awhile, as though receiving ammunition and troops, Com. J. Ed. Montgomery's flag-ship Little Rebel appears in sight, and moves from one vessel to another as if communicating, preparatory to the conflict, as we soon afterwards discovered, to the delight of our seamen, gunners and “rams.” In the mean time, Col. Ellet's ramfleet, having been sent for, arrive, and lie steaming above us, ready for action.

At 6.05 A. M., “all hands to quarters” is Commodore Davis's order, throughout our fleet. In the mean time, the rebel fleet, comprising the Gen. Van Dorn, (flag-ship,) Gen. Price, Gen. Bragg, Jeff. Thompson, Gen. Lovell, Gen. Beauregard, Sumter, and Little Rebel, all rams, commanded by Commodore J. Ed. Montgomery, move up the river, the Little Rebel leading the van. Our fleet, in the mean time, advances to meet them, the Louisville and Cairo dropping below the Benton, the Cairo “head on.” The Benton is now signalled for, and takes the lead. The Little Rebel, on arriving opposite the upper end of the city, fires the first shot, the ball passing over our fleet and dropping into the river harmlessly in close proximity to our tugs, in the rear. The Benton instantly replies, when a general engagement ensues. Your correspondent, taking his position on the upper deck and in front of the Benton's pilot-house, endeavors to see how the battle progresses. “Now comes the tug of war.” Up comes the rebel rams. Down goes our ironclads, the Benton in advance. Thousands of people cover the Memphis bluffs. Another shot from the Benton, when the Louisville, Cairo, Carondelet, Mound City, and St. Louis all open out. The scene is exciting, thrilling. The ram Queen of the West, under Col. Ellet, with a full head of steam and at her best speed, closely followed by the Monarch, Capt. D. M. Dryden, pass our fleet and go tearing down after the rebel fleet. In the mean time, an incessant fire is kept up on both sides. The rebel balls go chirping, whizzing, and zip, zip, zip! very close, but over and clear of our decks and heads. See! the rams Queen of the West and Monarch. On they go, each having selected her victim. Montgomery's fleet is firing and dropping back. Go in, Queen of the West. She is headed for the Beauregard. The latter is straightening up to meet her. They come together, the Queen of the West ramming Beauregard a glancing lick near the stern. The Monarch is after another rebel ram, and striking her a flanking blow, glances off, and for a moment is


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