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On the night of February 11th, the St. Louis, (the flag-ship,) Louisville, and Pittsburg, sailed from Cairo. The Carondelet, as already stated, had been dispatched a day or two in advance, and at Paducah, on the noon of the 12th, the fleet was joined by the Conestoga and Tyler. Of these the three first were iron-clad vessels.' From Paducah the fleet was accompanied by sixteen transports, carrying six thousand infantry, and cavalry and artillery.

The fleet followed the flag-ship of Commodore Foote, as they turned out of the Ohio, and began the ascent of the Cumberland. Passing onward from the Ohio, sweeping through Kentucky and Tennessee up to the western boundaries of Virginia, the fleet carried the national ensign, which was met with continual cheers and responses from the people on the banks.

About four o'clock in the afternoon, a messenger steamer, the Alps, met the fleet, with a dispatch from General Grant, requesting all haste to be made, as the gunboats were anxiously expected. Putting on steam, the Alps took the St. Louis and Louisville in tow, leaving the transports to hasten as rapidly as they could be urged. The former arrived within two miles of the fort at twelve o'clock, on the night of Thursday, the 13th.

On the morning of that day, the Carondelet, by order of General Grant, had bombarded the fort, and single-handed, commenced the attack on the works. On the previous day she had advanced and fired eight shots, but without drawing out any reply. The attack of the 13th was differently met by the fort, as the shells were briskly responded to, and a vigorous fire was maintained for two hours. The Carondelet kept her bows hard on the fort, carefully guarding against presenting her broadside to the enemy. She fired one hundred and twenty-eight shots in ninety-five minutes. At the end of that time, a ball from one of the 128-pound guns entered her port-bow, and struck a portion of her machinery. Six men were slightly wounded by the splinters which flew from the ship's timbers. She retired beyond the range of the guns, to ascertain the amount of damage, and in the afternoon, after repairing, was again ordered to the charge, and fired a number of shots, but without sensible effect.

The morning of the 14th found the flotilla lying in the wake of the flag-ship. The transports had arrived, and the troops, with the artillery, were landed about two miles from the fort. The arrival of the fleet, and the thousands of determined soldiers, inspired the troops already at the scene of action with new vigor; long and tumultuous cheers came down the hills from the army under General Grant, which could be seen in the distance, watching the movements of the fleet. General Grant and his staff had gone on hoard the St. Louis, before daylight, and an attack by the land forces was agreed upon, to be made as soon as the signal gun should be given from the river. Accordingly, at two o'clock, p. M., all the vessels comprising the flotilla, the iron-clad boats St. Louis, Carondelet, Pittsburg, and Louisville, and the two wooden boats, Conestoga and Tyler, got under way. They were then about two miles from the fort. The line of battle was immediately formed, the flag-ship taking the extreme right, with the Louisville, Pittsburg, and Carondelet at the left, four abreast; the Conestoga and Tyler, not being iron clad, remained in the rear, about a quarter of a mile. The fleet proceeded at a speed of about three miles an hour, up the river. 'At twenty-five minutes to three o'clock they reached the termination of a long range of woods to the right, and came in full view of the fort.

The fortifications were distinctly visible, consisting of three tiers of frowning batteries, on the slope of a steep hill, one hundred and fifty feet in height. About half-past two o'clock, the enemy opened fire from a battery about twenty feet above water level, by discharging a 32-pounder, but the shot fell far short. This was followed by another ball of larger dimensions, which also fell short. The Union men were anxious to show the enemy a specimen of their fighting power, but the Commodore would not permit them to fire a gun for fifteen minutes, until they got within certain range of the fort. At a few minutes before three o'clock, the St. Louis opened the battle on the national side, and the other boats quickly followed. For a while all the shot fell short of the mark.

The boats kept advancing slowly and steadily for about half an hour, when the order was given to slack the engines, so as to prevent them from coming in too close range. The firing then increased to a terrific rate on both sides. The enemy poured 32 and 64-pound balls into the vessels with great effect, and the gunners returned their 8-inch shell and 64pound rifle balls with unusual skill. In the heat of the action, a shot from the enemy's water battery carried away the flagstaff of the St. Louis; almost the next shot took the chimney guys of the same boat. A well sent ball from the St. Louis soon struck the flagstaff of the enemy, which was on the top of the hill behind the batteries. This terrible fire lasted about half an hour, when a 64-pound ball from the middle battery cut the tiller ropes of the gunboat Louisville, rendering her steering apparatus unmanageable. About the same time a shot entered one of the windows of the pilot-house of the Carondelet, mortally wounding the pilot. Thus the control of two Union boats was in a great degree lost. Shortly after this, a 32-pound ball penetrated the pilot-house of the St. Louis, mortally wounding one of the pilots, injuring two other pilots, and severely wounding Flag-officer Foote. There were five men in the pilothouse at the time, only one of whom escaped injury. The room was filled with pieces of the broken wheel, chains, room furniture and rubbish of every sort; there was no one there to take the helm save the Commodore—no chance to call another to his aid—so, equal to the emergency, the gallant old Commodore seized the remaining handles of the wheel, and for a quarter of an hour acted the double part of commander and pilot, and at last, when compelled to fall back, he kept bow to the foe, and gave his orders as calmly and coolly as when first entermg the action.

At about the middle of the engagement, a 32-pound rifle shot took away the flagstaff and Commodore's pennant. In a moment half a dozen men sprang out of the ports, caught the mutilated st aff upon their shoulders, hoisted the "blue flag" to its place, where they stood and held it for several minutes, in the face of a most murderous fire.

Thus three powerful vessels were disabled by accidents that do not happen twice in a hundred times. The men on board were unwilling to give up the fight. The enemy had been driven from the lower battery, and their fire had slackened perceptibly. What remained to be done? To fight in such a current, with unmanageable boats, would, the Commodore knew, be worse than folly. Reluctantly, therefore, he ordered them to fall back.

The vessels then stopped their engines and floated slowly from their positions. They had been within two hundred yards of the fort. The enemy soon saw the condition of the fleet, and redoubled their fire. They ran to the lower batteries and opened them on the retiring vessels with terrific force. One of the guns of the Carondelet had burst in the middle of the action, and the Pittsburg had received two balls below water-mark, causing her to leak rapidly. But they replied well to the reinvigorated foe, and fired the last shot.

The fleet retired in good order, and anchored two miles below the fort. The injuries to the gunboats were not very great. The principal damage to the St. Louis was that sustained by the shot entering her pilot-house. She was struck 01 times; the Pittsburg 47 ; the Carondelet 54; and the Louisville about 40. The enemy fired about 500 shots.

The fleet fired a little more than 300, about 15 of which were 8-inch shells.

The demeanor of Commodore Foote during the engagement was the subject of admiration with every man in the fleet. His countenance was as placid and his voice as mild in the heat of the action as if he had been engaged in social conversation. He stood in the pilot-house for a long time, watching the effect of every shot. When he saw a shell burst inside of the fort, he instantly commended the deliberate aim of

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the marksman, by a message through his speaking tube. When the balls fell short, he expressed his dissatisfaction in such words as "A little further, man; you are falling too short." During a part of the action he was on the gun-deck, superintending the care of the wounded. In the end, nothing but the pilot's assurance that his vessel could not be managed with her broken wheel, induced him to consent to a withdrawal.

Incidents on board the Louisville were not wanting. Captain Dove had just complimented one of the gunners on a splendid shot, when the shot that played such havoc entered his port, and completely severed the gunner in twain, scattering his blood and brains over Captain Dove's person. But the Captain never blanched; he only wiped his face, and in an instant was superintending the replacement of another gun as if nothing had happened. Cool, brave and determined, he was throughout the action a support to his men and an honor to his country.


In addition to the two water batteries already described, a third had been commenced, but was not at the time completed. The fort stood on a hill, and within its ample lines nearly a hundred large and substantial log-houses had been erected for quarters. In order to prevent any lodgment of an opposing force on the hills back of the fort, it was necessary to construct a line of defenses around the fort, at the distance of a mile, and in some places more than a mile, from the principal work. These outworks extended from a creek on the north side of the works to another which entered a quarter of a mile below. Both of these streams were filled with backwater from the swollen river, for the distance of three-quarters of a mile from their mouths. This chain of breastworks and .the miry bed of the creeks formed a most complete impediment to the marching of an artillery force within sight of the main fort. This line of works was not less than three miles in length, breast high, and formed from a ditch on either side, so as to answer the purpose of rifle pits and parapets. At intervals on every elevation platforms had been constructed and mounted with howitzers and light field pieces. Such were the works, defended by from 20,000 to 25,000 men, that the national troops were determined to take by assault.

Early on the morning of the 12th of February, the national troops left Fort Henry with two days' rations in their haversacks, without tents or wagons, except such as were necessary to convey a surplus of commissary stores and ammunition, and ambulances for the sick.

The expedition under the command of Brigadier-General U. S. Grant, was divided into three columns—the division under Brigadier-General McClernand, taking the road from Fort Henry to Dover, running to the

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