The U.S. Army Campaigns of the Civil War

Campaigns in

Mississippi 

and Tennessee

February–December 1864
CMH Pub 75–15

Cover: The Battle of Nashville, by Howard Pyle, depicting the attack on Shy’s Hill 

by Brig. Gen. John McArthur’s division, 16 December 1864 

(Minnesota Historical Society Collections)
by

Derek W. Frisby

Center of Military History

United States Army

Washington, D.C., 2014

Campaigns in

Mississippi 

and Tennessee

February–December 1864

5

Introduction

Although over one hundred fifty years have passed since the 

start of the American Civil War, that titanic conflict continues to 

matter. The forces unleashed by that war were immensely destructive because of the significant issues involved: the existence of the 

Union, the end of slavery, and the very future of the nation. The 

war remains our most contentious, and our bloodiest, with over 

six hundred thousand killed in the course of the four-year struggle. 

Most civil wars do not spring up overnight, and the American 

Civil War was no exception. The seeds of the conflict were sown 

in the earliest days of the republic’s founding, primarily over the 

existence of slavery and the slave trade. Although no conflict can 

begin without the conscious decisions of those engaged in the 

debates at that moment, in the end, there was simply no way to 

paper over the division of the country into two camps: one that 

was dominated by slavery and the other that sought first to limit 

its spread and then to abolish it. Our nation was indeed “half slave 

and half free,” and that could not stand. 

Regardless of the factors tearing the nation asunder, the 

soldiers on each side of the struggle went to war for personal 

reasons: looking for adventure, being caught up in the passions 

and emotions of their peers, believing in the Union, favoring 

states’ rights, or even justifying the simple schoolyard dynamic 

of being convinced that they were “worth” three of the soldiers 

on the other side. Nor can we overlook the factor that some went 

to war to prove their manhood. This has been, and continues 

to be, a key dynamic in understanding combat and the profession of arms. Soldiers join for many reasons but often stay in the 

fight because of their comrades and because they do not want to 

seem like cowards. Sometimes issues of national impact shrink 

to nothing in the intensely personal world of cannon shell and 

minié ball.

Whatever the reasons, the struggle was long and costly and 

only culminated with the conquest of the rebellious Confederacy, 
6 

the preservation of the Union, and the end of slavery. These 

campaign pamphlets on the American Civil War, prepared in 

commemoration of our national sacrifices, seek to remember 

that war and honor those in the United States Army who died to 

preserve the Union and free the slaves as well as to tell the story of 

those American soldiers who fought for the Confederacy despite 

the inherently flawed nature of their cause. The Civil War was our 

greatest struggle and continues to deserve our deep study and 

contemplation.

 Richard W. Stewart

 Chief Historian
7

Campaigns in Mississippi 

and Tennessee

February–December 1864

Strategic Setting

As 1863 gave way to 1864, the American Civil War concluded 

its pivotal year. In the East, the Confederates’ long-odds victory 

at Chancellorsville, Virginia, in May was trumped by the Union 

triumph at Gettysburg, Pennsylvania, two months later. In 

Mississippi, the eight-month Vicksburg Campaign culminated in 

the surrender of the Confederate garrison on the Fourth of July 

and the opening of the Mississippi River. In Tennessee, Union 

victories at Knoxville and Chattanooga in November negated the 

Confederates’ stunning success at Chickamauga, Georgia, two 

months earlier.

Having secured Chattanooga—the “Gateway to the Deep 

South”—as a forward base, three Union armies were preparing 

for a spring campaign to capture Atlanta, Georgia: the Army of 

the Tennessee commanded by Maj. Gen. William T. Sherman, the 

Army of the Cumberland led by Maj. Gen. George H. Thomas, 

and the XI Corps and XII Corps from the Army of the Potomac 

under Maj. Gen. Joseph Hooker. A fourth Federal army, the Army 

of the Ohio led by Maj. Gen. Ambrose E. Burnside, held Knoxville 

and thus blocked the Confederate railroad linking Virginia with 

Tennessee. The overall commander of these four armies was 

Maj. Gen. Ulysses S. Grant, whose geographic command, the 

Military Division of the Mississippi, encompassed most of the 
8 

Western Theater as well as the Department of Arkansas in the 

Trans-Mississippi region. As the Union Army’s most successful 

commander, Grant had overseen the operations that captured 

Vicksburg and that routed the Confederate Army of Tennessee at 

Chattanooga. 

After being driven from the mountain ridges overlooking 

the Gateway City, the Army of Tennessee withdrew into northwestern Georgia to rest and refit for the spring campaign season. 

On 1 December, the army’s much-maligned commander, General 

Braxton Bragg, tendered his resignation, and one month later, 

Confederate President Jefferson Davis replaced him with the 

far more popular—and far more cautious—General Joseph E. 

Johnston. Having failed to capture Knoxville, the Confederate 

expeditionary force under Lt. Gen. James Longstreet spent the 

winter of 1864 in eastern Tennessee to prevent the Army of the 

Ohio from reinforcing Grant at Chattanooga before returning to 

the Army of Northern Virginia in the spring.

As the third year of the war drew to a close, the Confederate 

Congress took steps to fill the rebel army’s thinning ranks. In 

December 1863, the Southern legislature abolished the law permitting conscripts to hire substitutes, and in February 1864, it lowered 

the minimum draft age from eighteen to seventeen and raised the 

maximum age from forty-five to fifty. The new law also extended 

three-year enlistments—many of them about to expire—to the 

end of the war. But when President Davis received a proposal from 

the Army of Tennessee to recruit and arm slaves, he immediately 

suppressed the document, deeming its implications too revolutionary to consider. 

The Federal government also sought to replenish the Union 

Army’s shrinking frontline troop strength siphoned off by occupation duty, combat casualties, sickness, and desertion. Fortunately 

for the Federals, the North had a much larger manpower pool to 

draw from than did the South, which meant that the U.S. Congress 

did not have to resort to expanding draft age limits or extending 

service terms. To attract enlistees, local, state, and Federal agencies 

offered cash bounties, a practice that achieved some success, but 

at the cost of rampant corruption. As the Union Army occupied 

more and more Southern territory, a new source of recruits materialized in the form of white Unionists and former slaves, with the 

latter enlisting in the U.S. Colored Troops (USCT). By the end of 
9

the war, roughly 120,000 white Southern loyalists and 180,000 

black soldiers had served in the Union Army.

The Federal army’s gravest concern in early 1864 was the 

imminent departure of tens of thousands of veteran troops due to 

the expiration of their three-year enlistments. In an effort to retain 

as many of these “Heroes of Sixty-One” as possible, Congress 

authorized several incentives, including cash bonuses, furloughs, 

and special unit insignias denoting the soldiers’ “veteranized” 

status. Roughly one-half of these men reenlisted, and yet the 

departure of the remainder—combined with the furloughs of the 

reenlisting veterans—would disrupt the Union Army’s campaign 

for the spring of 1864.

In January 1864, the immediate challenge for Union 

commanders in Mississippi and Tennessee lay in suppressing the 

Confederate cavalry raiders, local partisan units, and rogue bands 

of guerrillas and bushwhackers who infested the rear areas and 

preyed on the Federals’ vulnerable lines of communications. Union 

generals deployed numerous 

troop detachments to guard 

railroads and bridges and to 

repair them when they were 

damaged, thereby reducing 

the army’s offensive capability 

and leaving the detachments 

isolated and exposed to attack. 

Worse yet, roughly thirty 

thousand recently paroled 

Confederates from Vicksburg 

had just been turned loose 

on the countryside, leading 

General Sherman to fear 

that they would augment the 

irregular forces already in the 

region and disrupt preparations for the spring campaign 

in Georgia. 

By January 1864, Sherman ranked as one of the Union Army’s 

most resourceful generals when it came to dealing with guerrillas 

and bushwhackers. At first, he tried to distinguish between lawabiding civilians and those who actively aided enemy combatants. 

But he soon abandoned that policy when it became apparent that 

General Sherman

(Library of Congress)
10 

the Confederates made no such distinction in their treatment of 

Southern Unionists. Even so, Sherman hesitated to retaliate out of 

respect for the laws of war until he came to the realization that he 

was fighting not merely the Confederate Army but the Southern 

people as well. “The Army of the Confederacy is the South,” he 

asserted. “The entire South, man, woman, and child, are against us, 

armed and determined.” He thus came to the conclusion that the 

only remedy for the guerrilla problem was to hold the citizenry fully 

accountable and to treat them as accessories. During his tenure as 

military governor of Memphis, Tennessee, Sherman had retaliated 

against bushwhackers firing on the Union supply ship Eugene by 

burning the town where the shots had originated, and had threatened to banish ten families from Memphis for each additional vessel 

that was fired on. Since then, his thinking had evolved from targeted 

retaliation against known enemies into a “hard war” concept that 

sanctioned large-scale destruction to disrupt the Confederacy’s warmaking capability and damage its morale. 

 

Operations

The Meridian Campaign

Sherman returned from a Christmas visit to his family with 

a renewed determination to wreak havoc on the Confederacy and 

with an audacious plan for doing just that. For several months, he 

had contemplated a raid on Meridian, Mississippi, a Confederate 

supply center and the junction of three important railroads: the 

Mobile and Ohio, the Southern Railroad of Mississippi, and the 

Alabama and Mississippi Rivers Railroad. Instead of waiting for 

springtime weather, he proposed a surprise midwinter offensive 

launched from Vicksburg and Memphis, striking the key rail hub 

and—if feasible—pushing on to Selma, Alabama. The main objective of his raid was to destroy railroads, stores, industries, and 

anything else along his route that could support the Confederacy. 

The resulting destruction, he reasoned, would hinder the 

Confederate Army’s ability to threaten Vicksburg or to defend 

Atlanta in the upcoming campaign. To maintain the initiative, 

Sherman would have to move quickly and strike hard. From his 

experience in the Vicksburg Campaign, the general knew that his 

men could travel light and live off the land.
11

In presenting his plan to Grant, Sherman argued that the 

Meridian raid would eliminate Mississippi as a Confederate supply 

base for months, thus freeing thousands of Union troops for the 

Atlanta Campaign who might otherwise be tied down on occupation duty. Grant authorized Sherman’s raid but cautioned him to 

end it by early March in order to support Maj. Gen. Nathaniel P. 

Banks’ Red River expedition in the Trans-Mississippi.

Sherman accordingly issued orders to the commanders of the 

two infantry corps who would participate in the raid: XVI Corps 

commander Maj. Gen. Stephen A. Hurlbut at Memphis and XVII

Corps commander Maj. Gen. James B. McPherson at Vicksburg. 

Each general was to assemble a two-division force totaling about 

ten thousand men and depart from Vicksburg by the start of 

February 1864. On 27 January, Hurlbut boarded his troops on 

transports and sent them down the Mississippi River to Vicksburg, 

where they arrived on 1 February. Sherman’s force comprised 

about twenty-five thousand men, including infantry, artillery, 

and a cavalry battalion that would screen the advance. Hurlbut’s 

column would march on a route that ran a few miles north of 

McPherson’s route until they reached Jackson, the Mississippi state 

capital, where the two columns would converge.

Sherman directed that the left flank of his force be screened 

by a 7,000-man cavalry column led by Brig. Gen. William Sooy 

Smith. Smith was slated to depart from Memphis on 1 February; 

his orders were to prevent Maj. Gen. Nathan Bedford Forrest’s 

Confederate cavalry from interfering with the Meridian raid and to 

rendezvous with Sherman at Meridian by 10 February. In addition, 

Sherman requested that Grant send a joint Army-Navy force up 

the Yazoo River north of Vicksburg to threaten the rail hub at 

Grenada, Mississippi. He also asked that Thomas feint on Johnston 

in northern Georgia and that Banks—whose headquarters was at 

New Orleans, Louisiana—launch diversionary maneuvers by land 

and sea toward Mobile, Alabama. He hoped that these demonstrations would prevent the Confederates from reinforcing Lt. Gen. 

Leonidas Polk’s command in Mississippi and thereby enable the 

Federals to enter Meridian virtually unopposed. 

Sherman regarded his raid as a gamble, but he maintained 

that “we must in war risk a good deal.” There would be no line of 

communications stretching back to Vicksburg: should the enemy 

concentrate against him, Sherman could expect no reinforcements 

aside from Smith’s cavalry column. And he was under pressure 
12

to finish the raid in time to 

support Banks’ Red River 

expedition.

On 3 February, the 

two Federal columns, with 

Hurlbut’s XVI Corps on 

the left and McPherson’s 

XVII Corps on the right, 

set out from the “Gibraltar 

of the West,” and began the 

150-mile march to Meridian. 

Officers and men alike 

traveled without tents or 

personal baggage, but at the 

outset they were favored by 

unseasonably mild weather. 

The wagons carried only 

ammunition and some 

hardtack and coffee; foraging 

details would have to supply 

the rest. Lacking communications with Smith’s cavalry force, Sherman would remain 

unaware of developments on his left flank until contact could be 

reestablished near Meridian. Sherman was confident that Smith’s 

force heavily outnumbered Forrest’s, but he also believed that the 

Confederate cavalry was more experienced and that it was led 

by one of the war’s most brilliant cavalry officers. In any event, 

Sherman relied on speed and superior striking power to overcome 

any obstacle that might present itself (Map 1). 

The two infantry columns crossed the Big Black River about 

ten miles east of Vicksburg, heading toward Jackson. Sherman 

traveled with the XVI Corps because he lacked confidence in 

Hurlbut and wanted to be with the column that was closer to 

Forrest’s cavalry. As the Federals passed through the site of the May 

1863 Battle of Champion Hill, a small force of Confederate cavalry 

and artillery made a brief stand against McPherson’s advance. 

Hurlbut also encountered light resistance just to the north, but 

both Union columns quickly swept aside the Southern defenders, 

sustaining minimal casualties. On 6 February, Sherman entered 

Jackson, his advance driving a detachment of Confederate cavalry 

through the streets of the town and out the other side. He was 

General Polk

(Valentine Richmond History Center)
OKOLONA 22 Feb

IVEY FARM 22 Feb

WEST POINT 20–21 Feb

3 Feb

6 Feb

26 Feb

11 Feb

18 Feb

20 Feb

14 Feb

20 Feb

3 Mar S H E R M A N

S M I T H

S M I T H

S H E R M A N

S H E R M A N

Mississippi R

Big Black R

Tennessee R

Yazoo R

Pearl R

to Selma

Southern RR

Mobi le and O hio RR

Mobi le and O hio RR

Mississippi Central RR

Mississippi Central RR

Mississippi and Tennessee RR

Memphis and Ohio RR

Memphis and Charleston RR

Tennessee and Ohio RR

Alabama and Mississippi Rivers RR

Fort Pillow

Jackson

Randolph

Tunica

Oxford

Pontotoc

New Albany

Tupelo

Okolona

Greenwood

Greenville

Decatur

Union

Carthage

Richland

Macon

Hillsboro

Morton

Brandon

Yazoo City

Canton

Ripley

Corinth

Columbus

Aberdeen

Bolivar

Hernando

Helena

Huntingdon

Colliersville 

Vicksburg

Holly Springs

Memphis

Meridian

Grenada

JACKSON

TENNESSE E

MISSISSIPPI

ALABAM A

ARKANSAS

3 February–3 March 1864

ADVANCE ON MERIDIAN

0 25 50

Miles

Union Advance

Battle

Map 1
14 

briefly delayed at the Pearl River, while the Pioneer Brigade under 

his capable chief engineer, Capt. Andrew Hickenlooper, repaired 

the bridge there. The two Federal columns were soon across, and 

Sherman breathed a sigh of relief, for the last significant natural 

obstacle on the road to Meridian now lay behind him.

Sherman’s force cut a swath through central Mississippi, 

enjoying the rich bounty of the region’s well-stocked farms. 

Whatever property that had survived previous Federal incursions was either looted or burned by Sherman’s men, who seemed 

to delight in their destructive work. They nicknamed Jackson 

“Chimneyville” because the town’s chimneys were all that appeared 

to remain standing. One Union soldier noted that the town of 

Brandon just a few miles east of Jackson had also been “purified 

by fire.” Many other Mississippi towns and plantations suffered a 

similar fate. Sherman’s troops also found time to destroy most of 

the railroad track and bridges on their route.

The Confederate opposition, meanwhile, was in disarray. 

Polk kept his forces scattered across Mississippi instead of concentrating them in Sherman’s front, and he pleaded with Johnston for 

reinforcements. But Johnston refused to send them because of the 

apparent threat to his own command in northern Georgia. No less 

disappointing were the reports that Polk received from his cavalry 

units indicating that they had tried to cut Sherman’s supply line to 

Vicksburg, only to discover that no such line existed.

Despite the insistence of subordinates that Sherman was 

heading toward Meridian, Polk remained convinced that Sherman’s 

destination was Mobile. By 11 February, as Sherman continued to 

advance due east well beyond Jackson, Polk realized his error and 

began to gather his forces at Meridian for use in evacuating all 

military supplies to Demopolis, Alabama. Fortunately for Polk, 

Maj. George Whitfield of the Confederate Railroad Bureau had 

already begun to collect locomotives and rolling stock at Meridian. 

Working around the clock, the Confederates managed to evacuate 

everything that could be loaded onto train cars, with the last load 

departing just minutes before Sherman’s arrival on the afternoon 

of 14 February. The Federals found the town almost deserted and 

the warehouses nearly empty.

Sherman’s force spent the next week destroying the area’s 

war-sustaining resources and the local population’s will to resist. 

The result was staggering. During the Meridian Campaign, the 

Federals wrecked over one hundred miles of railroad track, along 
15

with numerous bridges and other structures, nineteen locomotives, twenty-eight rail cars, and untold amounts of equipment 

and supplies. Sherman boasted that “Meridian, with its depots, 

storehouses, arsenal, hospitals, offices, hotels, and cantonments no 

longer exists.” In the meantime, he anxiously awaited the arrival of 

Smith’s cavalry before moving on to Selma. But Smith had drawn 

Forrest’s full attention and was now engaged in a desperate struggle 

for survival one hundred miles north of Meridian. 

W. S. Smith’s mounted column had to cover 250 miles through 

hostile territory, much of it controlled by Forrest’s cavalry. Sherman 

had reluctantly agreed to let 

Smith command the detachment in deference to Grant, 

but he remained dubious 

of the Ohioan’s abilities. He 

therefore designated Brig. 

Gen. Benjamin H. Grierson as 

Smith’s second in command. 

An excellent cavalry officer, 

Grierson had chased Forrest 

the previous December until 

a blizzard put an abrupt end 

to his pursuit on New Year’s 

Eve 1863. Perhaps most 

importantly, Grierson knew 

the country they would be 

passing through. 

At least Smith was 

nothing if not industrious. 

Within the brief span of 

time allotted to him, he had 

transferred his cavalry units from middle Tennessee to Memphis, 

and had collected every available horse and saddle in the theater. 

Sherman had charged Smith with destroying the Mobile and 

Ohio Railroad from Okolona, Mississippi, to Meridian and all 

other military resources along his route. Like Sherman’s force to 

the south, Smith’s column had to live off the land. Sherman had 

warned Smith against getting bogged down in meaningless skirmishes with the enemy and thus jeopardizing their rendezvous at 

Meridian. Once united, Sherman would decide whether to press 

on to Selma or return to their bases at Memphis and Vicksburg. 

General W. S. Smith 

(Massachusetts MOLLUS Collection 

U.S. Army Military History Institute)
16 

As his force gathered on the outskirts of Memphis, Smith 

announced that he was ready “to pitch into Forrest wherever I

find him.” Then he promptly contradicted himself. Receiving 

word that several units assigned to the expedition had been 

delayed, he decided to ignore Sherman’s timetable and wait for 

the late arrivals. When they finally appeared, he discovered that 

many of the men and horses were in no condition for a lightning 

campaign. To give them time to recover, Smith further delayed 

his departure until 11 February, thereby ensuring that he would 

not reach Meridian on time.

Smith’s column marched out from Memphis, heading east 

toward the Mobile and Ohio Railroad and then bearing south 

into Mississippi. At first, the only resistance the Federal cavalry 

encountered was an occasional skirmish with a few hundred 

Mississippi troops under Brig. Gen. Samuel J. Gholson. A sudden 

deluge turned the roads into quagmires, reducing Smith’s rate of 

advance to a crawl. Adding to the Federals’ misery, the temperature plunged below freezing, turning the rain to snow and further 

impeding the Federal cavalry’s march. Destroying everything 

of military value within reach, Smith’s column finally reached 

Okolona on 18 February. Much to Smith’s chagrin, the undisciplined Union troopers were too busy pillaging and damaging 

Southern property to quicken their pace, even though Meridian 

still lay one hundred miles to the south. A Union officer noted 

that “the sky was red with the flames of burning corn and cotton.” 

During the advance from Memphis, the Federal mounted column 

had averaged just fifteen miles a day. 

On 20 February, Smith’s column reached West Point, 

Mississippi, and skirmished with Forrest’s cavalry for the first 

time. Unnerved by false reports that Forrest had been heavily 

reinforced, Smith decided to return to Memphis, pleading ill 

health. As further justification, he cited his troopers’ lack of 

discipline, the presence of several thousand fugitive slaves—or 

“contrabands”—shadowing his column, the swollen creeks and 

flooded roads, and the ever-present threat of Forrest. Smith also 

assumed that Sherman had left Meridian and was on his way 

back to Vicksburg. Grierson tried to convince Smith to press 

on to Meridian, but the latter was convinced that such a course 

would merely play into the enemy’s hands. On 21 February, he 

ordered his column to face about and begin the return march 

to Memphis.
17

Up to this point, Forrest’s much smaller 2,500-man force had 

fallen back before the Federal advance while seeking an opportunity to strike. Smith’s sudden retreat gave Forrest that opportunity. 

He ordered his command to give chase, and the Confederates drove 

the Union rear guard through West Point and then outflanked a 

strong Union position four miles north of town. The Southerners 

caught up with the Federals in a field just south of Okolona. At 0500 

on 22 February, Forrest’s cavalry attacked Smith’s rear guard, triggering a running fight that lasted most of the day. As the Federals 

fell back through the streets of Okolona, a portion of Smith’s 

command panicked and, as 

the panic spread, the retreat 

became a rout. The demoralized Federals scattered in all 

directions, abandoning five 

cannons as well as various 

other arms and equipment.

About dusk, Union 

officers managed to rally their 

men along a ridge on the Ivey 

farm. The blue-clad troopers 

fought on foot behind a 

hastily improvised rail barricade. As the Confederates 

charged their position, the 

Federals poured volley after 

volley into the gray ranks, 

inflicting numerous casualties 

and mortally wounding the 

general’s youngest brother, 

Col. Jeffrey E. Forrest. The elder Forrest rushed to his brother’s 

side, and the young man died in his arms just moments later. 

Determined to avenge his brother’s death, the enraged Forrest 

ordered a charge and led the way. Inspired by their leader’s fearlessness, the Confederates crashed into the Union defensive line, 

and for a few tense moments, the fighting was hand to hand. Three 

Federal cavalry regiments then launched a mounted countercharge 

that halted the Southerners’ progress. The Confederates began 

to give way as they ran out of ammunition, so Forrest ordered 

his command to break off the attack and rest for the night. The 

exhausted Federals resumed their retreat.

General Forrest

(Library of Congress)
18 

For the next few days, the Confederates pressed the fleeing 

Union force but did not engage it. One Federal officer described 

the remainder of the march as “a weary, disheartening and almost 

panic-stricken flight, in the greatest disorder and confusion.” 

Passing through areas that they had thoroughly pillaged just days 

before, the men could find little to eat for either themselves or 

their mounts. Biting cold and falling snow only compounded their 

misery. On 26 February, Smith’s weary column finally limped into 

Memphis. The Federals had suffered 388 casualties in the threeday fight from West Point to Okolona, but the expedition had 

taken such a toll on the remaining men and horses that, for months 

to come, the Union cavalry in western Tennessee and northern 

Mississippi would remain largely ineffective. Forrest’s cavalry had 

lost 144 killed, wounded, or missing.

Sherman, meanwhile, had a tough decision to make. Ignorant 

of Smith’s whereabouts and mindful of Grant’s injunction to have 

his command ready to support Banks’ Red River expedition, he 

reluctantly decided to return to Vicksburg rather than pursue 

Polk into western Alabama. His column departed Meridian on 20 

February. Encountering only token resistance along the way, the 

Federals reached Vicksburg on 3 March. Sherman immediately 

dispatched part of his force westward to support Banks in the TransMississippi, while sending the balance eastward to Chattanooga 

for the impending Atlanta Campaign. The commanding general 

also censured Smith for his disastrous expedition, and the cavalryman resigned a few months later.

Sherman’s Meridian Campaign has often been referred to 

as a practice run for his campaigns through Georgia and the 

Carolinas. It certainly bore many similarities to the later raids: 

marching in two columns, or “wings,” to increase mobility and 

widen the army’s reach; employing feints to keep the enemy 

off balance and unable to attack in strength; destroying railroads and other property useful to the Confederate Army; and 

cutting the “logistical tail” to speed the march and reduce the 

columns’ vulnerability. Sherman’s initial use of foraging actually 

dates back to the Vicksburg Campaign, and it had proved 

far more effective than he had anticipated. His experience as 

military governor of Memphis had eliminated whatever qualms 

he might have had about feeding his troops at the expense of 

Southern civilians. By early 1864, Sherman had adopted a “hard 

war” policy in which he deemed the confiscation and destruc-
19

tion of civilian property legitimate acts of war. The Meridian 

Campaign stands as Sherman’s first systematic implementation 

of that policy. 

For all its destructiveness, the Meridian Campaign failed to 

inflict the kind of long-term damage that Sherman had intended. 

In addition to rescuing a considerable stockpile of supplies, the 

Confederates managed to repair the railroads within a month of 

the raid, and guerrillas continued to harass Federal detachments 

throughout the region. Worse yet, Forrest’s cavalry remained as 

dangerous as ever. And while Polk had bungled the defense of 

Meridian, he at least had kept his command intact and ready 

for more strenuous duty elsewhere. The opportunity for Polk’s 

troops would come later that spring when they would join the 

Army of Tennessee for the Atlanta Campaign. But according 

to Maj. Gen. Stephen D. Lee, the commander of Confederate 

cavalry in Alabama and Mississippi, the demoralizing effect 

of the Meridian Campaign was undeniable. On 13 March, Lee 

informed Polk, “The people [of central Mississippi] are badly 

whipped and much depressed.”

On returning to Vicksburg, Sherman not only learned of 

Smith’s disaster, but he also received word that President Abraham 

Lincoln had appointed Grant general in chief of the U.S. Army 

and nominated him for promotion to lieutenant general, which 

Congress duly confirmed on 2 March. Before heading east to 

assume his new duties, Grant designated Sherman to replace him 

as commander of the Military Division of the Mississippi. Together, 

the two men mapped out the Union Army’s grand strategy for the 

upcoming campaign. The main effort would occur on two fronts: 

Grant would assume the offensive against General Robert E. Lee’s 

army in Virginia, while Sherman would move against Johnston’s 

army in Georgia. Through unified action, the Federals would 

prevent the two main Confederate armies from reinforcing each 

other, as they had done the previous year.

Leaving Grant, Sherman traveled to Nashville, Tennessee, 

and assumed command of the three armies he would lead in the 

Atlanta Campaign: Thomas’ Army of the Cumberland, McPherson’s 

Army of the Tennessee, and the Army of the Ohio under its new 

commander, Maj. Gen. John M. Schofield. He also oversaw the 

logistical buildup, keeping a close watch to ensure that only essential personnel and supplies traveled on the single rail line from 

his main depot at Nashville to his forward base at Chattanooga. 
20

He posted strong guard detachments along the railroad to fend 

off Forrest’s cavalry and other Southern raiders. It remained to be 

seen who would win the battle of the railroads—the Federals or 

the Confederates. The outcome might well determine the victor in 

the Atlanta Campaign. 

Fort Pillow, Brice’s Crossroads, and Tupelo

While Federal armies assembled in northern Georgia, 

Confederate cavalry and guerrillas targeted Union garrisons 

defending the railroads in middle and western Tennessee. The 

Army of Tennessee relied on these raiders to offset the disparity 

in manpower and materiel by cutting the railroad and forcing the 

Federals to detach frontline troops for guard duty. Forrest in particular would become a thorn in Sherman’s side as the Union buildup 

for the Atlanta Campaign progressed in March 1864 (Map 2).

Still smarting from the death of his brother at Okolona and 

incensed by the depredations of Federal soldiers, many of whom 

were Southern Unionists, Forrest returned to western Tennessee 

to recruit and conduct another raid to disrupt the Union buildup. 

He now led an independent cavalry command, as much in recognition of his military skill as it was an acknowledgment of his 

inability to get along with his superiors. One thing was certain: 

Forrest seemed to move at will through Union-occupied areas in 

western Tennessee and Kentucky, wreaking havoc wherever he 

went. In the meantime, many of the region’s Union garrisons had 

been stripped bare to provide troops for the Atlanta Campaign, 

leaving a dearth of competent cavalry in Tennessee following 

Smith’s debacle. Sherman was alarmed that Confederate cavalry 

was operating with impunity throughout the region, but could do 

little about it for the present. In any event, he reasoned, as long as 

“that devil Forrest” contented himself with preying on backwater 

garrisons, preparations for the Atlanta Campaign would continue 

more or less unimpeded. 

Forrest’s first two targets were the Federal depots at Union City, 

Tennessee, and Paducah, Kentucky. On 24 March, Col. William 

L. Duckworth, one of Forrest’s subordinates, attacked Union 

City with a 500-man force and bluffed the Union commander 

into surrendering. The Confederates captured the garrison of 

480 “renegade Tennesseans” as well as 300 horses and $60,000 

in payroll funds. The day after Union City fell, Forrest led 3,000 

troopers in an attack on Fort Anderson at Paducah, and though 
UNION CITY 24 Mar

FORT ANDERSON 25 Mar

BOLIVAR 29 Mar

TUPELO 14 Jul

OLD TOWN CREEK

15 Jul

BRICE’S CROSSROADS 10 Jun

MEMPHIS

21 Aug

FORT PILLOW 12 Apr

Mississippi R

Mississippi R

Tennessee R

Tennessee R

Cumberland R

Ohio R

Fort Henry

Fort Donelson

Mobi le and Ohio RR

Mobi le and Ohio RR

Mississippi Central RR

Mississippi and Tennessee RR

Memphis and Ohio RR

Memphis, Clarksvi l le and Louisvi l le RR

Memphis and Charleston RR

Tennessee and Ohio RR

Mayeld

Cairo

Columbus

Jackson

Paris

Huntingdon

Johnsonville

Randolph

Collierville

Tunica

Helena

Oxford

Hernando

Pontotoc Tupelo

Okolona

West Point

Greenwood

Ripley

Baldwyn

Corinth

Aberdeen

Holly Springs

Grenada

Paducah

TENNESSE E

KENTUCK Y

MISSOURI

MISSISSIPPI

ARKANSAS

ALABAMA

24 March–21 August 1864

FORREST C OUNTERS

0 25 50

Miles

Battle

Map 2
22 

unable to compel the surrender of its 650-man garrison, he did 

capture a large amount of provisions and medical supplies.

When news of the Confederate attacks on Union City 

and Paducah reached Memphis, General Grierson—who had 

succeeded the disgraced W. S. Smith as Sherman’s cavalry 

commander—rushed the only available force northward to challenge Forrest. It happened to be the 6th Tennessee Cavalry, a 

rowdy band of homegrown Unionists led by the controversial Col. 

Fielding Hurst. Accusing Hurst and his men of numerous war 

crimes, Forrest had recently declared them outlaws “not entitled 

to be treated as prisoners of war.” On 29 March, Hurst’s command 

met with defeat near Bolivar, Tennessee, losing its wagon train, 

fifty thousand rounds of ammunition, and most of its records to 

the Confederate cavalry under Col. James J. Neely. 

Forrest next set his sights on Fort Pillow, which stood on the 

east bank of the Mississippi River about forty miles above Memphis. 

The garrison consisted of roughly 550 white Tennessee cavalrymen 

and black heavy artillerymen. The soldiers were poorly led, largely 

untrained, and ill-equipped for battle. Although possession of the 

fort would enable Forrest to impede Union river traffic, he had 

no intention of holding it. Instead, he wanted to send a message 

to Tennessee Unionists about the folly of collaborating with the 

Federals and using freedmen to fight Confederate soldiers.

At dawn on 12 April, about fifteen hundred of Forrest’s 

troopers descended on Fort Pillow and surrounded it, seizing 

the high ground above the fort. Confederate sharpshooters took 

a heavy toll on the Union defenders and killed the commanding 

officer, Col. Lionel F. Booth. Unfortunately for the Federals, rugged 

terrain and overwhelming Confederate firepower prevented 

their six cannons and the Union gunboat New Era from firing 

on the Southerners. At 1100, Forrest launched an attack on the 

fort, which the neophyte garrison repulsed with surprising stubbornness. Forrest then called a truce and demanded the Union 

garrison’s unconditional surrender. The Federal commander, 

Maj. William Bradford, asked for an hour to consider Forrest’s 

demand, but the latter—aware that the Union transport steamer 

Liberty lurked nearby—granted the Federals just twenty minutes. 

Bradford refused to surrender, and Forrest ordered his men to 

storm Fort Pillow.

The Confederates swarmed over the parapet and into the fort, 

firing on the defenders at point-blank range and driving them 
23

down to the river bluffs. In many cases, the victors gave no quarter, 

shooting unarmed Union soldiers in the act of surrendering. The 

number of Federals killed was roughly 250, with another 31 dying 

of their wounds later. Over two-thirds of the fatalities were black 

soldiers, and only 62 survived the battle. The Confederates lost 14 

killed and 86 wounded.

News of the “Fort Pillow Massacre” spread like wildfire 

throughout the North, becoming a powerful propaganda tool 

for newspapers and politicians alike. The Philadelphia Inquirer 

condemned the incident as a “Fiendish Slaughter,” while the 

Chicago Tribune accused the Confederates at Fort Pillow of 

“murder” and “butchery.” The U.S. Congress Joint Committee on 

the Conduct of the War conducted an investigation and concluded 

that “no cruelty which the most fiendish malignity could devise 

was omitted by these murderers.” “Remember Fort Pillow” soon 

became a popular rallying cry in the North, and USCTs—well 

aware that the wholesale killing of their black comrades was 

racially motivated—wore badges emblazoned with the slogan. 

The Confederates had held Fort Pillow for just a few hours 

when Forrest gave the order to evacuate, and his command headed 

east toward Jackson, Tennessee. In the meantime, Forrest’s latest 

raid convinced Sherman that the incompetent, albeit politically 

connected, Hurlbut had to go. He was more than a convenient 

scapegoat. After showing great promise at Shiloh, Hurlbut had 

risen to corps command, but since then, his alleged drunkenness 

Massacre at Fort Pillow

(Harper’s Weekly, 30 April 1864)
24 

and malfeasance had made him a severe liability. Sherman wanted 

a general who could at least contain Forrest in western Tennessee 

during the Atlanta Campaign, and on 18 April he chose Maj. Gen. 

Cadwallader C. Washburn for the job. He had Grant’s trust and 

seemed more than willing to take on Forrest.

Washburn wasted no time in getting Forrest’s attention, 

engaging the Southern cavalryman in a published correspondence concerning the “Fort Pillow Massacre.” Bristling at 

Washburn’s public rebukes, Forrest condemned the vows that 

black troops in Memphis allegedly had made to avenge Fort 

Pillow by giving no quarter to his men. Far more damaging to 

Forrest—and other Confederate commanders—was General 

Grant’s insistence that black soldiers and their white officers 

be accorded fair treatment in prisoner exchanges. On 17 April, 

just five days after the “Fort Pillow Massacre,” Grant directed 

that the exchanges cease unless these conditions were met, 

thereby weakening the numerically inferior Confederate Army 

still further. The suspension of prisoner exchanges impeded 

Forrest’s ability to replace his losses just as the Atlanta Campaign 

got under way in early May.

On 31 May, Washburn directed Brig. Gen. Samuel D. Sturgis 

to march into northeastern 

Mississippi and engage 

Forrest to prevent another 

raid into middle Tennessee 

to cut Sherman’s vulnerable 

supply lines. Just one month 

earlier, Sturgis had attempted 

to bring Forrest to battle and 

had come up empty-handed. 

On this expedition, he took 

three infantry brigades under 

Col. William L. McMillen and 

two cavalry brigades under 

General Grierson, altogether 

about 8,000 men, 22 cannons, 

and 250 wagons. Sturgis’ 

force included a contingent of 

USCTs who wore “Remember 

Fort Pillow” badges. On 1 

June, Sturgis set out from 

General Sturgis

(Library of Congress)
25

Memphis, and a downpour quickly turned the roads into quagmires. The rain continued to fall for several days. On 8 June, the 

sodden Federal column slogged into Ripley, Mississippi, having 

covered just fifty miles in one week. 

As Sherman had guessed, Forrest was about to embark on 

another raid into middle Tennessee when he learned of the Sturgis 

expedition. He immediately turned his back on the Tennessee 

River and led his 4,800 men toward Tupelo, Mississippi. Rather 

than wait for reinforcements from General S. D. Lee, Forrest 

relied on his expert knowledge of the terrain and hastily arranged 

an ambush for Sturgis along the banks of Tishomingo Creek near 

an intersection known as Brice’s Crossroads. Although heavily 

outnumbered, Forrest hoped to strike the Union column as it 

crossed the narrow bridge over the creek and destroy it in detail.

At dawn on 10 June, Sturgis’ command broke camp and headed 

southeast toward Brice’s Crossroads, with Grierson’s cavalry in the 

advance. Around 0930, the Union horsemen collided with Forrest’s 

lead brigade about a half mile east of the crossroads. The two 

sides fought dismounted, and by 1100, the Confederates began to 

press the Federals back. Grierson requested infantry support, and 

Sturgis ordered McMillen’s foot soldiers to advance at the doublequick. Although a gap opened in Grierson’s line, the Confederates 

were too overcome by the heat and humidity to exploit it, and both 

sides halted for a much-needed rest. The Union infantry began to 

arrive around 1330, but the men were exhausted from jogging five 

miles under a blazing midday sun, and numerous stragglers fell 

out during the grueling march. 

Having fought for over three hours in the sweltering heat, 

Grierson’s cavalry began to waver as the Federal infantry went into 

position, with Sturgis forming a semicircular line just east of Brice’s 

Crossroads. After two hours of continuous fighting along this 

position, Forrest decided to strike. He directed his chief of artillery, Capt. John W. Morton, to advance his battery to within pointblank range of McMillen’s line and open fire with double rounds 

of canister. Forrest knew that he was risking the loss of Morton’s 

rifled guns, but his gamble paid off. Morton’s four cannons inflicted 

heavy casualties on the Federals and spread fear and confusion in 

their ranks. Then he sent detachments sweeping around each of 

the Union flanks. At about 1700, Forrest launched a general assault 

that shattered Sturgis’ line and stampeded the Union soldiers. The 

road leading to the bridge over Tishomingo Creek became clogged 
26 

with fleeing troops, abandoned wagons, and discarded weapons 

and equipment. Worse yet, a bottleneck formed at the bridge itself, 

as masses of panicked men and horses struggled to get across. One 

of the few bright spots in the Federal rout was a skillful delaying 

action conducted by Sturgis’ rear guard—two regiments of USCTs 

under Col. Edward Bouton. 

The extent of the Union disaster is revealed by the losses 

sustained. The Federals abandoned 16 artillery pieces and 

176 wagons laden with ammunition and other supplies, and 

they suffered over 2,200 casualties, including 1,600 prisoners. 

The Confederates lost about 500 casualties. Sturgis’ shattered 

column staggered back into Memphis on 13 June, covering the 

same distance in retreat in less than half the time the column 

had taken to reach Brice’s Crossroads. News of yet another 

rout at Forrest’s hands filled both the Northern public and the 

Union high command with indignation and apprehension.

One month later, Sherman directed Washburn to send 

another expedition after the South’s most elusive cavalryman, 

and he chose Maj. Gen. Andrew J. Smith for the mission. A U.S. 

Military Academy graduate and a Mexican War veteran, Smith 

had just returned from Banks’ unsuccessful Red River expedition, where he had nonetheless served with distinction. 

Sherman wanted Smith to 

“follow Forrest to the death if 

it costs 10,000 lives and breaks 

the Treasury. There will never 

be peace in Tennessee till 

Forrest is dead.” 

Leading a force of fourteen 

thousand infantry and cavalry 

and twenty-four pieces of artillery, Smith set out for Tupelo 

on 5 July. One week later, he 

collided with Forrest’s cavalry 

near Pontotoc, Mississippi, 

about eighteen miles west of 

Tupelo. Forrest had deployed 

on a hill, hoping to lure Smith 

into making an attack, but the 

Union commander refused 

General A. J. Smith

(Library of Congress)
27

to take the bait and headed east toward Tupelo instead. Smith’s 

decision to avoid battle surprised Forrest, who had left the road to 

Tupelo unguarded. He immediately set out in pursuit, his advance 

skirmishing with the Union rear guard for most of the day. That 

evening, Smith occupied the high ground at Harrisburg, a hamlet 

about one mile west of Tupelo. He sent Grierson’s cavalry into 

Tupelo to damage the Mobile and Ohio Railroad, while his foot 

soldiers further strengthened their position by building earth and 

fence rail breastworks. 

In the meantime, S. D. Lee—newly promoted to lieutenant 

general—joined Forrest with two thousand additional troopers, 

having ridden from Okolona, where he had expected to fight 

Smith’s force. The Confederates now had seven thousand cavalry, 

roughly one-half the soldiers Smith had. Lee recommended that 

they attack the next morning. Suffering from an outbreak of boils, 

Forrest refused Lee’s offer to let him remain in command, saying 

that Lee was his superior. Then he gave his frank assessment of 

Lee’s plan. Having made a personal reconnaissance of the Union 

position, Forrest stated that his men would have to advance across 

open ground against a vastly larger foe shielded by strong fortifications. Instead, he suggested that they simply wait and force Smith 

to attack them. But Lee would 

not be dissuaded—the assault 

would begin as early as possible 

on 14 July. 

Due to miscommunication, the Confederate frontal 

assault on the Federal line was 

disjointed, with individual 

brigades advancing piecemeal 

into a devastating barrage of 

musketry and artillery. The 

Union defenders easily repulsed 

the ill-timed attacks and 

inflicted heavy losses. Seeing 

that the assaults on the Federal 

right and center had failed, 

Forrest withheld his division on 

the Union left to avoid taking 

additional casualties in a futile 

attack. When Lee learned of 

General S. D. Lee 

(Library of Congress)
28 

this, he became angry. “In doing as you did,” he told Forrest, “you 

failed to carry out the plan of battle agreed on.”

As the Confederates withdrew from the battlefield, Smith’s 

infantry commander, Brig. Gen. Joseph A. Mower, launched 

a counterattack, driving off or capturing the few remaining 

Southerners. Mower had his men gather the prisoners and the 

wounded and collect the Confederates’ abandoned weapons and 

equipment. By this time, several Union soldiers had collapsed 

with sunstroke, inducing Mower to return to the main line. That 

evening, the Federals set fire to some of the buildings in Harrisburg; 

Confederate artillery crews used the flames to direct their shells at 

the Union position.

The Battle of Tupelo had cost the Confederates dearly. They 

lost 1,298 killed, wounded, or missing—nearly 20 percent of their 

total strength. The Federals sustained 648 casualties, including one 

of Smith’s brigade commanders, Col. Alexander Wilkin, who was 

killed in action. Owing to a lack of wagons and ambulances, Smith 

had to leave forty of his severely wounded men behind at Tupelo.

Smith had won a clear victory and had lost relatively few 

men, but he learned that most of his rations had spoiled in the 

midsummer heat and his ammunition was running low. He therefore decided to break contact with the Confederates and return to 

Memphis. On 15 July, Smith began marching northward. Forrest 

now had the opportunity he had sought to pursue a retreating 

foe, and Lee was only too happy to turn over command of the 

pursuit to him. Once again, Forrest’s advance skirmished with 

the Union rear guard, and before long, his entire force became 

heavily engaged with the Federals at Old Town Creek a few miles 

north of Harrisburg.

The Confederates succeeded in driving Grierson’s cavalry, 

but were in turn forced back by the Union infantry. During the 

seesaw fight, two of Forrest’s brigade commanders were severely 

wounded, and Forrest himself received a painful wound in the 

right foot that sidelined him for three weeks. The Southerners 

fell back to Harrisburg and regrouped, enabling the Federals to 

withdraw unopposed into Tennessee. At first Smith was criticized for not destroying Forrest’s cavalry, but as time passed, it 

became apparent that he had done enough damage to prevent the 

Confederates from cutting Sherman’s supply lines. 

But Forrest would not remain inactive for long. On 21 August, 

he launched a raid on Memphis, exploiting the city’s weak defenses 
29

and the Federal garrison’s low state of readiness. Emerging from the 

early morning fog, Forrest and about fifteen hundred Confederate 

troopers rode into the “Bluff City,” after encountering only token 

resistance from Union pickets. They soon split up into detachments and then galloped through the streets, firing and yelling 

“like Comanches,” recalled a participant. One detachment under 

Forrest’s brother, Lt. Col. Jesse Forrest, attempted to bag General 

Washburn, while a second detachment under another brother, 

Capt. William Forrest, went after General Hurlbut. Although 

both Union generals eluded capture, many of their staff officers 

became prisoners, and the Confederates made off with Washburn’s 

uniform. This prompted Hurlbut to quip, “They removed me from 

command because I couldn’t keep Forrest out of West Tennessee, 

and now Washburn can’t keep him out of his own bedroom.” The 

men of Captain Forrest’s squad also tried to break into Irving Block 

Prison to liberate their captive comrades but lacked the numbers to 

overwhelm the prison guard. After several hours of mayhem, the 

various detachments reunited about 0900, and Forrest departed 

Memphis with six hundred prisoners and other spoils. 

Thus far in 1864, Forrest’s cavalry and other Confederate 

raiders had repeatedly embarrassed Union occupation forces in 

the Western Theater, exposing the vulnerability of the Union logistical network. These raids compelled Sherman to detach veteran 

troops for guard duty at a time when the Federal commander 

needed every man on the front line. 

Atlanta and Its Aftermath

While the various Union expeditions from Memphis kept 

Forrest occupied in northeastern Mississippi, Sherman’s army 

group advanced into the heart of Georgia, executing a series of 

skillful turning movements against the Army of Tennessee under 

General Johnston. At the start of the Atlanta Campaign, Sherman’s 

force boasted 97,000 troops and 254 guns, while Johnston’s army 

numbered 60,000 soldiers and 144 guns. Despite the numerical disadvantage, the defensive-minded Johnston made the 

Federals pay in blood for the ground they gained, most notably 

at Kennesaw Mountain on 27 June. But he could not stop them, 

and by mid-July, the three Union armies were encircling Atlanta, 

the last major transportation and manufacturing center in the 

Deep South. Convinced that Johnston intended to give up Atlanta 

without a fight, President Davis replaced him with the more 
30 

aggressive General John Bell 

Hood on 17 July. In three hardfought battles that took a heavy 

toll on his army, Hood failed to 

break the Federals’ stranglehold 

on the city. The fall of Atlanta 

on 2 September, following the 

Battle of Jonesboro, boosted 

flagging Northern morale and 

ensured Lincoln’s reelection 

that November. 

But the war in the West 

was far from over. The Army of 

Tennessee, about forty thousand 

strong, was still dangerous, if 

only a shadow of its former 

self. Hood had moved his army 

to Palmetto, Georgia, about 

twenty-five miles southwest of 

Atlanta, to give it a much-needed rest. In mid-August, he had sent 

Maj. Gen. Joseph Wheeler and most of the Army of Tennessee’s 

cavalry on a raid to cut Sherman’s supply lines in Tennessee. But 

Wheeler had failed to stop the flow of Union supplies, and his 

absence had left Hood blind. In late September, Wheeler rejoined 

the Army of Tennessee, while Forrest launched another raid into 

middle Tennessee. Hood, meanwhile, left Palmetto on 29 September, 

crossed the Chattahoochee River, and led the Army of Tennessee 

northward to strike the Western and Atlantic Railroad, Sherman’s 

supply line between Chattanooga and Atlanta. To deal with Forrest, 

Sherman sent General Thomas and two divisions to Nashville. 

On 5 October, Hood detached one of his divisions to attack 

Allatoona, Georgia, the main Union depot between Chattanooga 

and Atlanta, and the Federals barely managed to hold out in a small 

yet fierce battle that resulted in over fourteen hundred total casualties out of fifty-three hundred combatants. The Confederates met 

with greater success at Dalton, Georgia, where an 800-man garrison 

surrendered without a fight. Sherman then pursued Hood’s army 

along the railroad until mid-October, when it veered westward 

into northern Alabama. Abandoning the chase at Gaylesville, 

Alabama, Sherman turned his attention to defending Tennessee 

and resuming his advance through Georgia. He sent two corps to 

General Hood 

(Hal Jesperson)
31

Chattanooga and placed them 

under Thomas’ command while 

retaining four corps for his next 

campaign (See Map 3). 

Bearing in mind the lessons 

of the Meridian Campaign, 

Sherman proposed to Grant 

a “March to the Sea” in which 

he would sever his cumbersome supply lines, march his 

army 250 miles to the Georgia 

coast, and capture the port 

city of Savannah. Sherman’s 

army group would live off the 

land while damaging both the 

Confederate infrastructure and 

Southern morale. “I can make 

the march, and make Georgia 

howl,” Sherman assured Grant. 

“If we can march a well-appointed army right through this territory,” he argued, “it is a demonstration to the world, foreign and 

domestic, that we have a power which [Jefferson] Davis cannot 

resist. This may not be war, but rather statesmanship.” Grant gave 

his approval, and Sherman began preparing for the March to the 

Sea, trusting Thomas to defeat Hood while he headed to Savannah.

It is ironic that President Davis had made reference to 

Sherman in a speech given during a recent visit to Georgia. He 

had predicted that Sherman would suffer a disaster similar to what 

had befallen Napoleon in Russia some fifty years earlier. “We will 

flank General Sherman out of Atlanta,” Davis had declared, “tear 

up the railroad and cut off his supplies, and make Atlanta a perfect 

Moscow of defeat to the Federal army.” Davis had made the circuitous rail journey from Richmond, Virginia, to discuss strategy 

with Hood, but he also gave speeches along the way to boost civilian 

morale, which was much shaken by the fall of Atlanta.

Hood had come under widespread criticism since assuming 

command of the Army of Tennessee in mid-July. While no one questioned his courage or dedication, numerous critics—including many 

of the general’s subordinates—accused him of squandering the lives of 

his men in reckless assaults that were doomed to fail. Davis, however, 

decided to retain Hood as commander of the Army of Tennessee. 

General Thomas

(Library of Congress)
32 

He also approved the general’s plan to cut the Union supply line in 

northern Georgia and force Sherman to fight a battle on ground of 

Hood’s own choosing. 

During the march into northern Alabama, Hood decided on a 

far more audacious plan that involved defeating Thomas at Nashville 

before he could concentrate his scattered forces. Once that was accomplished, Hood would be free to enter Kentucky—perhaps sweeping as 

far north as the Ohio River—or head east to join Lee’s army in Virginia. 

Tennessee R

Coosa R

Chattahoochee R

S H E R M A N

S H E R M A N

S H E R M A N

29 Sep

5 Oct

13 Oct

20 Oct H O O D

H O O D

H O O D

H O

O D

Western and Atlantic RR

Memphis and Charleston RR

Guntersville

Gadsden

Stevenson

Bridgeport Ringgold

Cleveland

Dalton

Resaca

Rome

Cave Spring

Summerville

La Fayette

Gaylesville

Dallas

Jonesboro

East Point

Palmetto

Acworth

Allatoona

Chattanooga

Atlanta

TENNESSE E

ALABAMA

GEORGIA

29 September–20 October 1864

HOOD STRIKES NORTH

Confederate Movement

Union Movement

0 25 50

Miles

Map 3
33

On 20 October, Hood reached Gadsden, Alabama, where he briefed 

General Pierre G. T. Beauregard on his new plan. The Confederate 

War Department had just appointed Beauregard commander of the 

Military Division of the West, and as such, he was Hood’s superior. 

The Creole approved Hood’s plan and began collecting supplies for 

the Army of Tennessee, ignoring the fact that a similar offensive two 

years earlier had failed under far more favorable circumstances. 

The Johnsonville Raid

While Hood embarked on a new campaign, Forrest launched 

yet another daring raid into Tennessee to interdict Sherman’s supply 

lines. The window of opportunity was closing fast, for within a month 

Sherman would sever his own supply lines, leaving Forrest powerless to interfere with his campaign to “make Georgia howl.” Unable 

in a previous raid to cut Sherman’s supply line between Nashville 

and Chattanooga, he decided to strike at a more remote point. The 

objective was the Union depot at Johnsonville, Tennessee, located on 

the east bank of the Tennessee River about seventy-five miles west 

of Nashville. Most Federal supplies traveling south on the Tennessee 

went to Johnsonville, where they were sent by railroad to Nashville. 

Starting from Corinth, Mississippi, with fewer than three thousand 

troopers, Forrest reached Johnsonville on 3 November. Thanks to the 

capture of a Union gunboat and steamer, he briefly commanded a 

joint Army-Navy task force—that is, until attacking Federal gunboats 

forced the Confederates to abandon one vessel and scuttle the other 

(See Map 4).

Forrest found the depot well-defended. Three Union gunboats 

guarded the river approaches, and a 2,000-man garrison—including 

about 800 “armed quartermaster’s employees”—supported by twelve 

guns occupied a hilltop fortification that overlooked the facility. The 

Confederates spent much of 3–4 November positioning their artillery. The time was well spent, for on the afternoon and evening of 4 

November, the Southern batteries managed to cripple the gunboats 

and set fire to Federal steamboats and barges at the wharf without 

being fired on. To prevent any ships or supplies from falling into 

enemy hands, the Union commander ordered his men to burn all 

vessels not already ablaze. “By night,” Forrest later recalled, “the 

wharf for nearly one mile up and down the river presented one solid 

sheet of flame.” Forrest’s Johnsonville raid ranks as one of the most 

destructive of the war. The Federals estimated that the total property 

loss came to $2.2 million, including one warehouse, four gunboats, 
34 

fourteen transports, twenty barges, and twenty-six guns. Forrest 

reported that his command captured one hundred fifty Federals, 

while his own loss for the entire raid totaled two men killed and 

nine wounded. He had no difficulty evading the units that Thomas 

sent in pursuit after news of the disaster reached Nashville. 

JOHNSONVILLE 3–4 Nov

19 Oct

Mississippi R

Tennessee R

Cumberland R

Fort Henry

Fort Donelson

Mobi le and Ohio RR

Mobi le and Ohio RR

Mississippi Central RR

Memphis and Ohio RR

Memphis, Clarksvi l le and Louisvi l le RR

Memphis and Charleston RR

Tennessee and Ohio RR

Mayeld

Jackson

Huntingdon

Paris

Paris Landing

Oxford

Pontotoc Tupelo

Okolona

Ripley

Baldwyn

Pulaski

Franklin

Columbia

Decatur

Corinth

Bolivar

Union City

Aberdeen

Holly Springs

Florence

Huntsville

Tuscumbia

NASHVILLE

TENNESSE E

KENTUCK Y

MISSOURI

MISSISSIPPI

ALABAM A

19 October–4 November 1864

JOHNSONVILLE RAID

Confederate Movement

Battle

0 25 50

Miles

Map 4
35

Spring Hill and Franklin

On 22 October, while Forrest rode north toward Johnsonville, 

Hood left Gadsden, heading west to find a safe place to cross the 

Tennessee River. The march was a miserable one. “We were cut 

off from our rations,” recalled one Confederate, “ragged, shoeless, 

hatless, and many even without blankets; the pangs of hunger and 

physical exhaustion were now added to our sufferings.” Hood 

passed up the crossing of the Tennessee at Guntersville because 

he claimed to lack the cavalry needed to protect his wagon train in 

Tennessee. He reached the Federal depot at Decatur, Alabama, on 

26 October, but the garrison refused to surrender. After making 

a reconnaissance, he deemed the facility not worth the losses 

he would likely incur in a frontal assault. Hood pushed on to 

Tuscumbia, Alabama, where the shallows would prevent Union 

gunboats from contesting his crossing of the Tennessee. His weary 

army arrived there on the last day of October. Hood directed the 

army’s commissary and quartermaster officers to amass twenty 

days’ worth of supplies at Tuscumbia, but their efforts were 

hampered by a break in the Memphis and Charleston Railroad, 

which required a fifteen-mile trek by wagon. Worse yet, torrential 

rains made the roads almost impassable (See Map 5). 

Beauregard, meanwhile, directed Hood to send Wheeler’s 

cavalry into Georgia to harass Sherman’s army group, and he 

summoned Forrest’s cavalry to join Hood’s army. But Forrest 

was in the middle of his Johnsonville raid when Beauregard’s 

message reached him on 30 October. While waiting for Forrest 

at Tuscumbia, Hood collected supplies for the coming campaign, 

and Beauregard attempted to rebuild the railroad to facilitate the 

effort. By the time Forrest reached the Army of Tennessee on 14 

November, Hood had only seven days’ provisions on hand, far less 

than the twenty days’ supply he deemed essential. But he realized 

that time was growing short and ordered the army to cross the 

Tennessee River on 14–15 November. When word arrived that 

Sherman had begun his March to the Sea, Hood discussed the situation with Beauregard and decided that an offensive into middle 

Tennessee was his only viable option. On 21 November, the Army 

of Tennessee set out from Florence, Alabama, for Nashville. Winter 

had come early to middle Tennessee, and the Confederate soldiers, 

many of them barefoot and clad in little more than rags, suffered 

keenly as they marched over frozen roads amid harsh winds mixed 

with sleet and snow.
S C H

O F I E L D

24 Nov

THOMAS

SPRING HILL 29 Nov

FRANKLIN 30 Nov THIRD

MURFREESBORO

7 Dec

22 Oct

26 Oct

2 Dec

31 Oct

14–15 Nov

21 Nov

H O O D

H O O D

F O R R E S T

S . D . L E E

S T E W A R T

C H E A T H A M

Tennessee R

Tennessee R

Duck R

Black Warrior R

Harpeth R

Cumberland R

Cumberland R

Fort Henry

Fort Donelson

Nashvi l le and Chattanooga RR

Tennessee and Alabama Central RR

Memphis, Clarksvi l le and Louisvi l le RR

Memphis an d Charleston RR

Clarksville

Gallatin

Clifton

Johnsonville

Pulaski

Shelbyville

Columbia

Decatur

Bainbridge

Guntersville

Gadsden

Stevenson

Florence

Huntsville

Tuscumbia

NASHVILLE

TENNESSE E

KENTUCKY

ALABAMA

MISSISSIPPI

22 October–7 December 1864

TENNESSEE CAMPAIGN

Confederate Movement

Union Movement

Battle

0 25 50

Miles

Map 5
37

At Nashville, meanwhile, General Thomas attempted 

to concentrate his forces before Hood could strike. He had 

about sixty thousand troops scattered throughout Kentucky 

and Tennessee. Seventy miles to the south, the Union IV and 

XXIII Corps under General Schofield, twenty-six thousand 

strong, awaited Hood’s advance at Pulaski, Tennessee. Thomas’ 

cavalry commander, Brig. Gen. James H. Wilson, had about 

four thousand troopers with Schofield, but his command was in 

desperate need of horses and equipment. Another ten thousand 

soldiers of the XVI Corps under General A. J. Smith were en 

route from Missouri. To buy time for their arrival, Thomas 

instructed Schofield to delay the Army of Tennessee’s advance, 

and he ordered Wilson to keep Forrest away from the railroads. 

He also called in his garrisons and outposts to prevent them 

from being gobbled up by the Confederates. 

As Hood’s army approached from the southwest, Schofield 

withdrew from Pulaski on 24 November and marched toward 

Columbia thirty miles to the north. Forrest, meanwhile, sent his 

six thousand cavalry on a wide sweep to cut off Schofield’s retreat. 

But the Federal infantry had arrived well ahead of the Confederate 

cavalry and were already dug in along the Duck River.

General Schofield

(Library of Congress)

General Wilson

(Library of Congress)
38 

Borrowing a page from Sherman’s Atlanta Campaign tactics, 

Hood launched a flanking maneuver around the Union left with 

the bulk of his army, while two infantry divisions kept the Federals 

occupied at Columbia. On the morning of 29 November, Forrest 

briefly clashed with Wilson’s Union cavalry, drawing it away from 

Schofield’s column, and then made a dash for the village of Spring 

Hill, Tennessee, about ten miles to the north. In the meantime, 

Schofield ordered his wagon train to withdraw toward Spring Hill 

on the Columbia Pike. The IV Corps under Maj. Gen. David S. 

Stanley was escorting the Federals’ eight hundred wagons and 

forty pieces of artillery when Stanley learned that the Union 

garrison at Spring Hill was under attack. He passed the word to 

the commander of his lead brigade, Col. Emerson Opdycke, who 

gave the order to advance up the turnpike at a run. The race to 

Spring Hill was on.

When Forrest’s troopers reached Spring Hill, two IV Corps 

brigades were waiting for them, and a third was on the way. The 

Confederate cavalry, fighting dismounted, lacked the numbers to 

drive the Federal infantry. They could only watch as the Union 

wagon train rumbled through Spring Hill and went into park just 

north of town. At 1500, as the Confederate infantry approached 

to within a few miles of Spring Hill, Hood directed that Maj. Gen. 

Benjamin F. Cheatham deploy 

his corps east of Spring Hill on 

Forrest’s left. Cheatham was 

to advance west toward the 

Columbia Pike and the Union 

column, and then wheel north, 

driving the enemy through 

Spring Hill, while Lt. Gen. 

Alexander P. Stewart’s corps 

waited in reserve to support 

Cheatham’s attack if needed. 

By the time Cheatham’s 

lead division under Maj. Gen. 

Patrick R. Cleburne arrived 

at Spring Hill one hour later, 

Hood had modified his orders. 

He directed Cleburne to head 

west toward the Columbia Pike 

and then swing south to drive 

General Cheatham

(Library of Congress)
39

the Union column back toward Columbia. Hood’s intent was 

to prevent Schofield’s XXIII Corps at Columbia from reaching 

Stanley’s IV Corps at Spring Hill. Hood issued the same order to 

Maj. Gen. William B. Bate, whose division formed on Cleburne’s 

left. Cheatham was unaware of the change in orders, however, 

and just before Cleburne launched his assault, he reiterated his 

order to “take” Spring Hill. He also directed Bate to conform to 

Cleburne’s movements, in effect countermanding Hood’s order. 

The conflicting orders created much confusion among the two 

division commanders and their staff officers, but after some discussion, they decided to heed Cheatham’s order to attack toward 

Spring Hill. Overrunning a Union infantry brigade, Cleburne’s 

three brigades came face-to-face with eighteen Federal cannons 

that General Stanley had deployed south of town. The guns blazed 

forth in the fading light, sending the Confederates scurrying for 

cover. Nightfall brought an end to Cleburne’s assault. The action 

had cost the Federals about 400 casualties and the Confederates 

roughly 250 losses.

Instead of deploying across the Columbia Pike to block 

Schofield’s approach route to Spring Hill, the Confederates went 

into camp along the roadside, confident that they had trapped 

the Federals south of town and could dispose of them in the 

morning. Complacency and 

miscommunication among the 

Confederate high command 

enabled Schofield’s column 

to march past in the darkness 

without being challenged. 

Historian Wiley Sword 

describes the Union escape 

at Spring Hill “as one of the 

greatest missed opportunities 

of the entire war.”

Hood awoke to learn that 

the Federals had slipped past 

his army during the night. He 

was furious. That morning he 

summoned his senior subordinates to a conference and 

lashed out at them for allowing 

the enemy to escape. Forrest’s 

General Cleburne

(Library of Congress)
40 

cavalry, meanwhile, pursued the Union rear guard—namely 

Opdycke’s brigade—toward the village of Franklin, Tennessee, 

about a dozen miles north of Spring Hill. The Army of Tennessee’s 

infantry followed a few miles behind the cavalry. 

Before dawn on 30 November, General Schofield—exhausted 

from a sleepless night in the saddle—rode into Franklin, only to 

discover that his wagon train had nowhere to cross the Harpeth 

River north of town. Although the Harpeth was fordable at several 

points and the railroad bridge remained intact, the wagon bridge 

was in ruins. Worse yet, Schofield had been compelled to abandon 

his pontoon bridge at Columbia, and Thomas had not yet sent a 

replacement. He therefore decided to rebuild the wagon bridge 

and to plank over the railroad bridge, meanwhile using the fords 

to cross most of the artillery, with one division of the IV Corps 

serving as escort. As if Schofield needed further incentive to 

remain at Franklin, Thomas sent several telegrams that day urging 

him to hold Hood’s army there for as long as possible.

Schofield accordingly directed that the XXIII Corps and two 

divisions of the IV Corps deploy south of Franklin. He placed 

Brig. Gen. Jacob D. Cox, his most trusted subordinate, in temporary command of the XXIII Corps and in overall command of the 

defensive line. Cox in turn designated Brig. Gen. James W. Reilly as 

acting commander of his XXIII Corps division. Reilly’s troops held 

the sector running from the Harpeth westward to the Columbia 

Pike, Brig. Gen. Thomas H. Ruger’s XXIII Corps division occupied 

the position from the Columbia Pike to the Carter’s Creek Pike, 

and Brig. Gen. Nathan Kimball’s IV Corps division defended 

the line from the Carter’s Creek Pike northward to the Harpeth. 

Wilson’s cavalry covered the area east of the river. The Union force 

numbered about twenty-seven thousand soldiers. 

Schofield also directed that the existing fortifications south of 

town—constructed in 1863 and now somewhat deteriorated—be 

improved and expanded under Cox’s supervision. The men began 

by piling up a long row of logs, fence rails, and planks taken from 

the cotton gin on the Fountain Branch Carter farm. Then they 

tossed countless shovelfuls of soil onto the wood skeleton, and as 

the earthen mound grew, deep trenches formed on either side of 

the breastwork. Next, they placed thick head logs on top of the 

parapet, leaving a slit to fire their weapons through. On the left 

of the Union line, soldiers stacked numerous tough and thorny 

Osage orange hedges in front of their works as obstructions. 
41

Along the right and center of the line, felled apple and locust trees 

served the same purpose. By noon, the Federals had constructed 

a mile-long, crescent-shaped 

entrenchment that averaged 

about five feet high and four 

feet thick, fronted by a dense 

abatis consisting of tangled 

hedges and tree branches. 

Running from northwest to 

southeast, the Union fortifications covered the southern 

and western approaches into 

Franklin, and both flanks rested 

on the Harpeth River. Their 

labors finished, the men were 

free to eat and sleep and bask in 

the warmth of a bright Indian 

summer afternoon. 

About half a mile south 

of the main line, Brig. Gen. 

George D. Wagner deployed 

two brigades of his IV Corps 

division on either side of the Columbia Pike. Cox had instructed 

him to delay the Confederate advance and withdraw to the main 

line if pressed. Wagner apparently chose to interpret Cox’s order 

as an injunction to hold his position to the last, angrily telling one 

of his brigade commanders to have his sergeants fix bayonets and 

force the men to do their duty.

In any event, Colonel Opdycke, the commander of Wagner’s 

third brigade, refused to occupy the salient and promptly led his 

troops back to the main line and placed them in reserve. In a 

heated exchange with Wagner, he explained that his men needed 

a breather after their lengthy stint as the army’s rear guard. The 

strong-willed Opdycke thus left the equally stubborn Wagner no 

choice but to accept his brigade’s retired position as an accomplished fact.

A few miles south of Wagner’s line, the Army of Tennessee 

advanced toward Franklin in two long gray and butternut columns, 

one column winding along the Lewisburg Pike to the southeast and 

the other taking the Columbia Pike to the south. Hood reached 

Winstead Hill about 1300 and scanned the Union position with 

General Cox

(Library of Congress)
42

his field glasses. What he saw pleased him immensely: a line of 

temporary fieldworks in front of the town and a long wagon train 

jamming the enemy’s line of retreat.

Hood thereupon decided to launch a frontal assault and 

drive the Federals into the Harpeth River. He called a council of 

war and asked for his subordinates’ opinions. Forrest disagreed 

vehemently with Hood’s plan and offered to flank the enemy 

out of Franklin with his cavalry and one strong division of 

infantry. Cheatham and Cleburne observed that the Federal 

works appeared formidable and that attacking them across 

two miles of open ground could prove costly. But Hood would 

not be swayed—he was determined to eradicate the Army 

of Tennessee’s aversion to frontal attacks, stemming from 

the army’s dependence on earthworks instilled by his predecessor, General Johnston. He stated that he preferred to attack 

the Yankees at Franklin, where they had only a few hours to 

prepare, rather than at Nashville, where they had spent the past 

three years strengthening their defenses.

At 1600, General Cheatham ordered a flag dropped on 

Winstead Hill, signaling the attack to begin. Stewart’s corps 

moved forward on the right and Cheatham’s corps advanced on 

the left, while Forrest’s cavalry followed on the infantry’s flanks. 

Col. Ellison Capers, the commander of the 24th South Carolina 

Infantry, later recalled the Army of Tennessee’s procession over 

the open fields south of Franklin. “Bands were playing,” he wrote, 

“general and staff officers were riding in front of and between the 

lines, a hundred battle-flags were waving in the smoke of battle, 

and bursting shells were wreathing the air in great circles of 

smoke, while twenty[-seven] thousand brave men were marching 

in perfect order against the foe.”

The Confederates employed minimal artillery support, for 

most of the army’s guns were with Lee’s corps at the rear of the 

column. In contrast, Union artillery on the main line and at Fort 

Granger east of Franklin—where Schofield had an excellent view 

of the battle—pounded the Confederates with shell and solid shot 

from the outset. At first the Southern brigades marched in columns 

to present as narrow a front to the Federals as possible. When 

they came to within a half mile of Wagner’s line, the Confederates 

formed into line of battle for the final push (Map 6). 

The heavy musketry along Wagner’s line staggered 

the Southern advance, but the vast gray and butternut line 
S T E

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30 November 1864

B AT TLE OF FRANKLIN

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Confederate Attack

Union Position

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Mile

Map 6
44 

paused, dressed ranks, and lurched forward again. When the 

Confederates reached Wagner’s position, the fighting became 

hand to hand, but the Southerners soon swept over and around 

the Union salient, capturing more than seven hundred Federals 

and pursuing the remainder toward the main line. Onrushing 

men in gray screamed the eerie, high-pitched rebel yell or called 

out, “Go into the works with them!” A conspicuous figure on 

horseback, Wagner rode among his men in an effort to rally 

them but was unable to halt the stampede. Masses of Union 

and Confederate soldiers became so intermingled that Federals 

on the main line withheld their fire rather than risk shooting 

their own comrades. This pause in firing enabled hundreds of 

Confederates from Cleburne’s and Maj. Gen. John C. Brown’s 

divisions to pour through the opening in the Union works at 

the Columbia Pike, driving back the Federals from the main 

line and seizing a 200-yard stretch of fortifications.

Opdycke’s brigade was 

resting a few hundred yards 

north of the Carter house 

when panic-stricken Union 

soldiers began to race by. 

Ordering his troops into line, 

Colonel Opdycke led them 

at the double-quick down 

the Columbia Pike and into 

the oncoming Confederates. 

A desperate melee raged 

around the Carter house and 

cotton gin, as screaming men 

in blue and gray bludgeoned, 

shot, slashed, and stabbed 

each other amid a deafening 

roar of musketry. Opdycke 

emptied his revolver into the 

Confederates and then used 

the wooden grip as a club 

until it shattered. 

Opdycke’s men seized the recessed breastwork, or “retrenchment,” that covered the Columbia Pike opening in the main line, and 

Reilly’s reserves surged forward to join them, tipping the balance in 

the Federals’ favor. They managed to drive the Confederates back to 

Colonel Opdycke, shown as a brigadier general 

(Library of Congress)
45

the main line, where another close-quarters fight erupted. Among 

the defenders were 350 Union soldiers armed with Henry repeating 

rifles capable of firing two-dozen rounds per minute. Southerners 

who tried to fall back were shot down in a devastating crossfire, 

while other soldiers in gray hunkered down in the ditch on the front 

side of the works and continued firing through embrasures in the 

parapet.

On the Confederate right, the three divisions of Stewart’s corps 

discovered that their front narrowed considerably due to a bend 

in the Harpeth River, slowing their advance on Reilly’s works as 

brigades crowded together or found their path blocked by other 

units. Stewart’s attack lost cohesion as Southern soldiers struggled 

through the Osage orange hedges, and then disintegrated as blasts of 

Union musketry and cannon fire mowed them down. Confederates 

in Maj. Gen. William W. Loring’s division attempted to slip around 

Reilly’s left flank using the Tennessee and Alabama Central Railroad 

cut, but the guns at Fort Granger swept the cut with shell and case 

shot, driving them back.

As the leftmost infantry unit in Hood’s strike force, Bate’s 

division had the most ground to cover, and it was dusk when his 

three brigades finally struck Ruger’s position. The Confederates 

penetrated one section of the line occupied by a green Ohio 

regiment, but veteran Union infantry and artillery quickly sealed 

the breach. On the far left, Brig. Gen. James R. Chalmers’ division 

of Forrest’s cavalry fought dismounted, advancing to within sixty 

yards of Kimball’s line before heavy casualties induced Chalmers to 

withdraw to a safer distance. From there, the Confederates traded 

fire with the Federals. On the extreme right, Forrest led Brig. Gen. 

William H. Jackson’s cavalry division across the Harpeth River in an 

attempt to cut off Schofield’s retreat. The dismounted Confederate 

troopers collided with Wilson’s Union cavalry a few miles east of 

Franklin. Jackson’s lead brigade routed a Federal skirmish line, but 

was then halted by Brig. Gen. Edward Hatch’s division—also fighting 

dismounted—and then driven back across the river. 

The final assault of the day occurred after nightfall. Maj. Gen. 

Edward “Allegheny” Johnson’s division of Lee’s corps marched 

blindly in the darkness, the line of battle guided by men carrying 

flaming torches. As the Confederates approached Ruger’s line, they 

stumbled over the bodies of fallen comrades but remained determined to overrun the Federal position. Three of Johnson’s four 

brigades managed to reach the Union earthworks, only to be pulver-
46 

ized by close-range blasts of musketry and canister. With the repulse 

of Johnson’s assault, the firing gradually diminished and ceased altogether by 2230. After five hours of fighting, the Confederates had 

failed to carry the Union line at Franklin.

The consequences of Hood’s assault at Franklin were devastating to the Army of Tennessee. The Confederates had suffered 

6,252 casualties—almost 25 percent of their total strength. But 

the official tally does not include the 2,000 wounded soldiers 

who returned to duty shortly after the battle, nor does it reflect 

the terrible toll on the Army of Tennessee’s leadership. The losses 

included more than 800 commissioned officers, including 13 

generals and over 50 regimental commanders. Among the fatalities was General Cleburne, the army’s finest combat leader. In 

attempting to cure the Army of Tennessee of its “frontal assault 

phobia,” Hood had crippled it. But in a message to Richmond, he 

described the battle as a Confederate victory. The army, he wrote, 

had “attacked the enemy at Franklin” and had driven them “into 

their inner lines, which they evacuated during the night, leaving 

their dead and wounded in our possession, and retired to Nashville, 

closely pursued by our cavalry. We captured several stand of colors 

and about 1,000 prisoners.” Only in passing did Hood mention “a 

loss of many gallant officers and brave men.” 

Fighting on the defensive, the Federals had sustained far fewer 

casualties than the attacking Confederates: 2,613 killed, wounded, 

or missing. Over half the losses occurred in the rout of Wagner’s 

division, a disaster that had jeopardized Schofield’s entire force and 

effectively ended Wagner’s Army career.

Receiving orders from Thomas to withdraw, Schofield 

had sent his wagon train across the Harpeth before the battle 

and resumed the march that night. Although Cox urged him 

to reconsider in light of the severe drubbing they had given the 

Confederates, Schofield was anxious to reach the sanctuary 

of Nashville just twenty miles to the north. The withdrawal 

began at midnight on 1 December, and by noon, the first of 

Schofield’s troops staggered into Nashville—exhausted from 

fighting and marching on little food and sleep, yet proudly 

displaying their captured flags and other trophies of war. 

Fortress Rosecrans and Nashville

Hood pursued Schofield to the outskirts of Nashville, and 

on 2 December, deployed his battered army along a four-mile 
47

front, placing Cheatham’s corps on the right, Lee’s corps—by far 

the army’s largest—in the center, and Stewart’s corps on the left. 

Whittled down to just twenty-one thousand infantry and artillery, 

the Army of Tennessee was simply too small to cover the flanks, 

leaving a four-mile gap to the Cumberland River on the left and 

a one-mile gap on the right. And while the Confederates were 

near enough to Nashville to glimpse the magnificent Tennessee 

state capitol, they could also view the Federals’ formidable line 

of earthworks. 

Occupied by Union forces since February 1862, Nashville 

was one of the most heavily fortified cities in the South, protected 

by an elaborate system of entrenchments that included seven 

forts and redoubts. Thomas was not satisfied with their location, 

however, and he immediately put the weary victors of Franklin 

to work on an expanded outer ring of defenses one mile beyond 

the inner ring. Exploiting a series of steep ridges, the soldiers 

constructed an eight-mile semicircular fortification that shielded 

the southern approaches to Nashville. The flanks were anchored 

on the Cumberland River, which in turn protected the city’s 

north side, the natural moat augmented by a flotilla of two ironclads and six gunboats under the command of Lt. Cdr. LeRoy 

Fitch. Thomas also had managed to scrape together about fifty 

thousand soldiers at Nashville, including “Smith’s Guerrillas,” as 

the rugged veterans of the XVI Corps liked to style themselves. 

“We are strongly fortified,” boasted one Federal soldier, “and all 

the Rebel hordes could not take the city by assault.”

Hood studied Nashville’s defenses and came to the same 

conclusion. Lacking the forces to carry the “Rock City” by assault, 

he would instead attack the Federal garrison at Murfreesboro, 

Tennessee, thirty miles to the southeast and force Thomas to 

march to its relief. Hood had convinced himself that he could 

crush Thomas in an open-field fight, leaving Sherman no choice 

but to abandon his campaign in Georgia to rescue “Old Pap,” as his 

soldiers called Thomas. Provoking Thomas into attacking with a 

superior force was a desperate gamble, but Hood had few options 

left. He designated Forrest to lead the Murfreesboro expedition. 

With a force consisting of Buford’s and Jackson’s cavalry divisions and Bate’s infantry division, Forrest was to surround the 

garrison and prevent it from being reinforced or resupplied. 

On 2 December, Bate had set out under orders from Hood 

to destroy blockhouses, track, and bridges on the Nashville and 
48 

Chattanooga Railroad, starting near Murfreesboro and working 

his way back toward Nashville. Two days later, he attacked a blockhouse about ten miles northwest of Murfreesboro, but withdrew 

after skirmishing with Union infantry and artillery under Maj. 

Gen. Robert H. Milroy. Moving on, Bate destroyed three abandoned blockhouses and the bridges they once guarded, and some 

track. Forrest, meanwhile, pushed out from Nashville, capturing 

five blockhouses and one troop train—the passengers barely 

escaping—along the way. On 5 December, the two Confederate 

forces combined, and Forrest directed that they assault Fortress 

Rosecrans on the Wilkinson Pike, about half a mile northwest of 

Murfreesboro. Built in 1863 following the Battle of Stones River, 

the 225-acre fortified depot bristled with artillery and boasted an 

8,000-man garrison commanded by Maj. Gen. Lovell H. Rousseau. 

Bate thought storming the fortress suicidal, and he urged 

Forrest to reconsider. A personal reconnaissance convinced 

Forrest that Bate was right. On 6 December, Forrest deployed his 

6,000-man force—including a recent reinforcement of two small 

infantry brigades—around Fortress Rosecrans in order to cut off 

Rousseau’s supplies and force the Federals to fight. The next day, 

Rousseau sent out Milroy on a reconnaissance in force to determine the enemy’s location among the cedar trees. In positioning 

his command between the Confederates and the fortress, Milroy 

had succeeded in moving his three thousand troops—barely 

one-half of Forrest’s command—beyond Bate’s left flank. The 

Federals advanced to within a few hundred yards of Bate’s line, 

fired several volleys, and then routed the Confederates in a spontaneous charge.

The attack occurred just as the men of Brig. Gen. Jesse J. 

Finley’s Florida brigade received a volley of friendly fire from a 

Confederate brigade that mistook the Floridians—many of them 

wearing blue jackets and coats taken at Franklin—for Federals. 

Forrest and Bate tried to rally the fleeing Southerners, “but they 

could not be moved by any entreaty or appeal to their patriotism,” a 

disgusted Forrest later reported. Fortunately for the Confederates, 

while Bate’s men fled, Brig. Gen. Abraham Buford’s cavalry 

division dashed into Murfreesboro, inducing Milroy to break off 

pursuit in order to drive the Southern horsemen from the town. 

The action of 7 December marked the end of Confederate operations against Fortress Rosecrans, subsequently called the Third 

Battle of Murfreesboro, the Battle of Wilkinson Pike, or the Battle 
49

of the Cedars. The Federals sustained 225 casualties, while the 

Confederates lost 197 killed, wounded, or missing.

Forrest continued to operate along the railroad between 

Nashville and Murfreesboro, but he had fewer men to devote to 

the mission. On 8 December, Hood recalled Bate to Nashville, 

and in an unequal exchange, sent Forrest an infantry brigade 

under Col. Charles H. Olmstead. At Hood’s behest, Forrest 

placed part of his cavalry on picket duty along the Cumberland 

River to detect Union flanking maneuvers. Forrest’s infantry 

wrecked railroad track near Murfreesboro and captured a train 

carrying soldiers of the 61st Illinois Infantry as well as sixty 

thousand rations.

Hood, meanwhile, maintained his position south of Nashville 

and waited for Thomas to move, but Thomas appeared to be in no 

hurry. On the evening of 1 December, he had informed the Army 

chief of staff, Maj. Gen. Henry W. Halleck, of his intention to 

remain inside “the fortifications around Nashville until General 

Wilson can get his cavalry equipped.” Thomas little realized that 

his reason for delay was political dynamite. Halleck passed his 

telegram up the chain to Secretary of War Edwin M. Stanton, 

who showed the message to President Lincoln. “This looks like 

the McClellan and Rosecrans strategy of do nothing and let the 

Rebels raid the country,” Lincoln fumed, recalling the habitual 

inaction of Maj. Gen. George. B. McClellan, Maj. Gen. William 

S. Rosecrans, and certain other Union generals during the first 

three years of the war.

The president handed the telegram back to Stanton and 

recommended that General Grant be brought in to prod Thomas 

into action. On 2 December, Grant fired off two messages urging 

Thomas to attack Hood at once, but Thomas insisted that his cavalry 

was numerically inferior to the enemy’s, unaware that Forrest’s 

cavalry totaled fewer than six thousand men and that Hood had 

sent most of his mounted force on an expedition to Murfreesboro. 

Additional prodding bore little results, with Secretary of War 

Stanton commenting that if Thomas waited for his cavalry to be 

ready, “Gabriel will be blowing his last horn.”

As the telegraph wires sizzled with urgent messages from 

Washington, D.C., the weather in middle Tennessee took a sudden 

wintry turn. On 7 December, a rainstorm closely followed by a 

blast of arctic air resulted in freezing temperatures and a sheet 

of ice covering the ground. Thomas decided to wait for better 
50

conditions before attacking. Two days later, he yielded to Grant’s 

entreaties and ordered an offensive for 10 December. That afternoon, another winter storm hit, dumping still more sleet and 

snow, and Thomas reluctantly postponed the assault pending the 

return of clear weather. At that point, Grant decided to relieve 

Thomas and had the necessary orders drawn up. But a message 

from Thomas explaining the reason for the delay convinced Grant 

to give the “Rock of Chickamauga” one more chance. On 11 

December, he ordered Thomas to attack immediately regardless of 

foul weather or lack of cavalry. Thomas tried to comply, but on the 

morning of 12 December, the footing on the icy roads and bridges 

proved so treacherous for the horses that he canceled the offensive. Disgusted, Grant was on the verge of traveling to Nashville to 

relieve Thomas when word arrived at 2300 on 15 December that 

Thomas had attacked Hood’s army. 

Thursday, the fifteenth, had dawned gray and cloudy in 

Nashville, but the temperatures were already well above freezing. 

Most of the snow and ice had melted away the previous day thanks 

to warmer temperatures, leaving behind a sea of mud and a thick 

blanket of fog. By 0800, the fog had begun to lift, and the Federals 

had ventured out beyond their fortifications. According to Thomas’ 

plan, General A. J. Smith’s corps would spearhead the attack, with 

Wilson’s cavalry corps riding into position on Smith’s right and 

Brig. Gen. Thomas J. Wood’s IV Corps forming on Smith’s left. 

Schofield’s XXIII Corps would follow in reserve behind Smith. 

“Smith’s Guerrillas” would strike Hood’s left flank, while the 

Federal cavalry swept around it to cut off the Confederates’ line 

of retreat. The IV Corps would support Smith by attacking Hood’s 

center. On the extreme Union left, Maj. Gen. James B. Steedman’s 

division would launch a diversionary attack on Hood’s right—

held by Cheatham’s corps—to prevent the Confederates on that 

flank from reinforcing the left. Thomas’ strike force outnumbered 

Hood’s army by roughly two to one (Map 7). 

Steedman’s command consisted of two brigades of USCTs 

and a small brigade of white troops. They advanced south along 

the Murfreesboro Pike under the cover of an artillery barrage, with 

the black troops leading the way. The Federals wheeled to the right 

and began to work their way around Cheatham’s right flank on 

Rains Hill, overrunning a thinly held line of rifle pits and dashing 

into a stand of timber. There they came to a sudden stop. The 

Nashville and Chattanooga Railroad ran through those woods, 
Montgomery

Hill

O verton Hill

Rains Hill

Compton Hill

Redoubt #5

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15 December 1864

B AT TLE OF NASHVILLE

Initial Confederate Position

Battle Confederate Position

Confederate Movement

Confederate Retreat

Confederate Entrenchments

Initial Union Position

Battle Union Position

Union Attack

Union Movement

Union Entrenchments

Map 7
52 

and a twenty-foot-deep cut blasted out of solid rock stretched 

before them. As the line of Union soldiers halted at the railroad cut, 

point-blank rounds of musketry and canister blew gaping holes in 

their ranks. Although one of Steedman’s brigade commanders had 

reconnoitered the enemy’s right flank the night before, he did not 

see the railroad cut within the belt of timber, nor had he realized 

that the log bastion on the Confederate right flank was a lunette 

mounting four guns.

The Confederates manning this part of the line were from 

Cleburne’s division, and they were eager to avenge both their 

late commander and those of their comrades who had fallen at 

Franklin. Their devastating fire proved too much for the black 

soldiers, most of whom were seeing combat for the first time. 

Many jumped into the cut and almost all were shot down, while 

the rest turned and fled to the rear. Steedman’s white brigade, 

meanwhile, attempted to storm the lunette but was easily 

repulsed. The three Union brigades re-formed on the outskirts 

of town and spent the rest of the day exchanging fire with the 

Confederates from the safety of some brick outbuildings on the 

Rains farm. Steedman’s diversion had failed to deceive Hood into 

bolstering his right flank by stripping troops from his left, where 

the main attack would occur.

At 1000, the Union guns in and around Nashville began to 

roar. Soon the air above the enemy’s line was filled with bursting 

shells and billowing clouds of smoke. The artillery barrage 

continued until 1230. As the guns fell silent, the nearly fourteen 

thousand soldiers of Wood’s IV Corps advanced in line of battle 

toward Montgomery Hill, where the earthworks held by Stewart’s 

Confederate corps appeared particularly formidable. To avoid 

making a frontal assault up the hill’s steep forward slope, General 

Wood ordered one of his brigades to attack the position from the 

left rear. Word soon came back that a mere skirmish line had held 

the works on Montgomery Hill and had since fled. Wood ordered 

his command to occupy the hill and dig in pending further instructions from Thomas. 

Finding the Montgomery Hill position too exposed to Union 

artillery fire, General Stewart had established a new line about 

a mile to the south. Like Cheatham’s corps on the Confederate 

right and Lee’s corps in the center, Loring’s division of Stewart’s 

corps faced north toward Nashville, holding the right of Stewart’s 

line along the south bank of Brown’s Creek. The remainder of 
53

Stewart’s corps was drawn up along the Hillsboro Pike, facing 

west. The men had not had time to entrench. Instead, Hood 

relied on a series of five mutually supporting redoubts—each 

one defended by several guns and a few companies from Maj. 

Gen. Edward C. Walthall’s division—and a double stone wall that 

bordered either side of the road to provide sufficient protection 

for his refused left flank. 

On the Union right, the twenty thousand soldiers of Wilson’s 

and Smith’s corps executed a gigantic left wheel and then bore 

down on Stewart’s line along the Hillsboro Pike. Advancing on the 

outside of the Federals’ massive swinging arc, Wilson’s dismounted 

troopers had to double-quick to keep pace with Smith’s infantry, 

who had far less ground to cover. The Union cavalrymen routed 

the Confederates of Brig. Gen. Mathew D. Ector’s infantry brigade 

under Col. David Coleman and captured General Chalmers’ 

headquarters wagons, which the Southern cavalry commander 

had entrusted to the foot soldiers’ care. The Federals next attacked 

Redoubt No. 5, Stewart’s leftmost bastion. Brig. Gen. Edward 

Hatch’s cavalry division struck first, closely followed by Brig. 

Gen. John McArthur’s infantry division. The 1,500 Northern 

attackers soon overwhelmed the 150 Confederate defenders, but 

their victory celebration was cut short by a heavy fire of musketry 

and canister from Redoubt No. 4, commanded by Capt. Charles 

Lumsden. Catching their breath, Hatch’s and McArthur’s men 

stormed Lumsden’s redoubt and captured it after a brief hand-tohand struggle.

While Hatch’s cavalry and McArthur’s first and second infantry 

brigades attacked Redoubt No. 4, the commander of McArthur’s 

third brigade, Col. Sylvester G. Hill, noted that Redoubt No. 3 was 

directing its fire on the Union strike force. Hill was eager to storm 

the third enemy fort, but General Smith told him to wait until 

another brigade could be brought up to support him. No sooner 

did Smith ride off to find the brigade than Hill ordered his bugler 

to sound the charge. The men dashed forward, yelling at the top 

of their lungs. Much to the attackers’ relief, the Confederates fired 

over their heads, causing few casualties. By the time the Federals 

had clambered into the fort, most of the Confederates were gone, 

leaving behind two guns. Hill then called on his men to storm 

Redoubt No. 2. Moments later, a Confederate minié ball struck 

Hill in the head, killing him instantly. His second in command, 

Col. William R. Marshall, led two hundred men against the second 
54 

fort and drove off the defenders, who in their haste abandoned one 

cannon, one caisson, and a large amount of equipment. 

With the capture of redoubts two through five, the Federals 

were threatening to roll up Stewart’s entire refused line. Hood had 

ordered S. D. Lee to send reinforcements to strengthen Stewart’s 

left flank, and Lee dispatched two brigades from Johnson’s division. 

They arrived too late to save any of the redoubts and merely huddled 

behind the stone wall along the eastern side of the Hillsboro Pike. 

When Union artillery opened fire on them, many of Johnson’s men 

panicked and fled to the rear. Others remained cowering behind 

the stone wall and were fired on by McArthur’s skirmishers, who 

had advanced to the wall on the western side of the road. The 

Federals then launched a bayonet charge and captured about 450 

prisoners from Johnson’s division. To bolster Stewart’s crumbling 

flank, General Walthall pulled one of his brigades from the right of 

his line and sent it racing to the left.

During the advance of the Union right, Smith’s infantry 

had diverged from Wilson’s cavalry, leaving a sizable gap in the 

Federal line. Thomas directed Schofield to bring up the XXIII

Corps and deploy it on the right of Smith’s corps. Soon afterward, 

a brigade of the XXIII Corps and a brigade of Wilson’s cavalry 

swept around Stewart’s left flank and drove into the rear of the 

Confederate position. The Federals collided with a battery that 

Stewart had shifted from Loring’s front as well as the remnant 

of Johnson’s two brigades. Firing a few ragged volleys at the 

oncoming blue line, Johnson’s men once again sprinted away, 

abandoning three cannons to the enemy. Some grateful Union 

cavalrymen wheeled the guns around and opened fire on the 

fleeing Confederates.

Realizing that his refused line was rapidly disintegrating, 

Stewart ordered his entire corps to retreat, but Walthall’s hardpressed division was already falling back. Wood’s Union IV Corps, 

meanwhile, lurched into action and assaulted Loring’s position. 

Most of Loring’s troops had already withdrawn from their earthworks, but the artillery crews in Redoubt No. 1 continued to fight 

until the Federals had overrun the fort. The attackers captured 

three guns and forty prisoners. Stewart’s corps was now in full 

flight down the Granny White Pike—only nightfall had saved 

it from destruction. At 1500, Hood had told Cheatham to reinforce Stewart’s left flank, but the two divisions did not get under 

way until that evening. In the meantime, the brigade holding the 
55

extreme left of Lee’s position formed a line facing west to guard 

against a flank attack. 

Hood witnessed the stampede of Stewart’s corps from 

a hilltop near the Granny White Pike. Despite the rout, he was 

willing to risk all on another defensive stand, mindful that a defeat 

would probably cost him his command. He deployed his army 

along a chain of hills a few miles south of the previous line. Hood’s 

new line was far more compact than its predecessor, stretching 

roughly three miles from Compton Hill near the Granny White 

Pike eastward to Overton Hill on the Franklin Pike. Cheatham’s 

corps anchored the left, Stewart’s corps occupied the center, and 

Lee’s corps held the right. Hood’s army was heavily outnumbered, 

and only Lee’s corps remained relatively unscathed by the recent 

battles. Worse yet, Forrest and most of his mounted troops were 

still at Murfreesboro, leaving Hood with only Chalmers’ cavalry 

division to guard his flanks against Wilson’s Union cavalry corps.

Thomas, meanwhile, informed Washington of his success, 

reporting the capture of seventeen guns and fifteen hundred prisoners. Grant congratulated Thomas on his “splendid victory” and 

urged him to give the enemy “no rest until he is utterly destroyed.” 

Thomas had every intention of completing the work begun on 15 

December. On the following morning, his forces were aligned as 

they had been the previous day, with Steedman on the Union left, 

Wood and Smith holding the center, and Schofield and Wilson 

occupying the right. The day was warm and spring-like, and by 

0830, the sun had burned off most of the early morning fog. The 

Federals cautiously advanced to within six hundred yards of the 

Confederate line and then halted. Fearing an attack, Schofield 

appealed to Thomas and Smith for reinforcements, even though 

Thomas had already sent him an entire division from Smith’s corps. 

An exasperated General Smith refused to send a second division 

to Schofield because it would leave him with just one division, and 

Schofield refused to attack until he was reinforced.

Schofield’s apprehension stemmed from a dispatch that 

Wilson had sent both him and Thomas, reporting that a heavy 

column of Confederate infantry was moving west for an apparent 

assault on the Union right flank. Wilson also indicated that the 

ground in his front was unsuitable for cavalry operations. Thomas 

rode out to Wilson’s headquarters to spur his cavalry commander 

into action. But Wilson expressed his concerns regarding the 

enemy’s intentions and once more suggested that his cavalry be 
56

shifted to the left flank. Growing impatient, Thomas refused to 

consider Wilson’s suggestion and instead ordered him to develop 

Hood’s intentions by advancing toward the Granny White Pike. 

Once Wilson had reached the pike, Thomas explained, the rest of 

the army could launch the assault. Thomas then rode off to other 

parts of the Union line to determine their readiness to attack. In 

the meantime, morning dragged into afternoon, and sunshine 

gave way to gray skies and a light rain that soon developed into 

a downpour.

After a lengthy delay, the Union assault began around midafternoon on 16 December, and it unfolded much as the attack of the 

previous day had. Once again, Thomas launched a diversionary 

assault on the Confederate right to deceive Hood into shifting 

troops from his left, where the main attack would occur. First, 

Union artillery pounded the Confederate position on Overton 

Hill, which was held by Maj. Gen. Henry D. Clayton’s division 

of Lee’s corps. Then Steedman’s two USCT brigades and two 

brigades of Brig. Gen. Samuel Beatty’s IV Corps division attacked 

Clayton’s line, advancing into a storm of canister and minié balls 

that claimed over a thousand casualties, including one of Beatty’s 

brigade commanders, Col. Philip S. Post, who suffered a grievous 

hip wound but survived and later became a U.S. congressman and 

diplomat. The USCTs’ line of battle swept across a cornfield and 

diverged when it came to an overgrown thicket. The line began 

to fragment as the men climbed over a rail fence and worked 

their way through a series of felled trees; then the line dissolved 

as the soldiers became ensnared in the tangled branches of the 

abatis or hugged the ground on the forward slope of Overton Hill. 

On Steedman’s right, Beatty’s assault also failed to penetrate the 

Confederate line (Map 8). 

At this point, the 13th USCT raced up the slope past their 

prone comrades and headed straight for the enemy’s works. 

Clayton’s troops concentrated all their firepower on the 13th USCT, 

whose color-bearer brought the regimental flag to the Confederate 

parapet before he was shot down. Five more soldiers seized the 

colors and met the same fate. Within minutes, the regiment lost 

220 officers and men, roughly 40 percent of its strength. Brig. 

Gen. James T. Holtzclaw, the Confederate commander in that 

sector, paid tribute to the valor of the 13th USCT in his after 

action report. “I have seen most of the battle-fields of the West,” 

he wrote, “but never saw dead men thicker than in front of my 
Montgomery

Hill

O verton Hill

Rains Hill

Compton Hill

Redoubt #5

Redoubt #4

Redoubt #3 Redoubt #2

Redoubt #1

STEWART CHEATHAM

S. D. LEE

W O O D

S M I T H

W I L S O N

S C H O F I E L D

S T E E D M A N

C u m b e rl a n d R i v e r

Nashvi l le and Chattanooga RR

Tennessee and Alabama Central RR

H I L L S B O R O

PI KE

G R A N N Y

W H ITE P I K E

F R A N K L I N P I K E

MU R F R E E S B O R O P I KE

NASHVILLE

0 5000 10000

Feet

16 December 1864

B AT TLE OF NASHVILLE

Confederate Position

Confederate Entrenchments

Confederate Retreat

Union Position

Union Attack

Union Entrenchments

Map 8
58 

two right regiments.” This time, however, Steedman’s diversionary 

assault achieved its objective: Hood ordered Cheatham to rush 

two brigades of Cleburne’s division to the right flank, even though 

Cheatham had already stretched his own line to the breaking point 

in order to cover his overextended left flank.

The key to Cheatham’s position was Compton Hill. It dominated the surrounding countryside, its steep slopes suggesting 

that a frontal assault would be bloody work. Despite its formidable 

appearance, the hill possessed some serious flaws as a defensive 

stronghold. First, it was vulnerable to Union artillery fire on its 

northern and western faces. Second, the hill was crowned with 

a line of entrenchments that the exhausted Confederates had 

failed to complete, leaving the works too shallow and without 

head logs and abatis. But their third and worst handicap only 

became apparent at daybreak. In the darkness, the men of Bate’s 

division had dug their earthworks in such a way that they would 

not have a clear field of fire until the enemy was almost upon 

them. General Bate decided that it was too late to relocate, for 

the continual musketry and artillery fire along the line rendered 

such a move foolhardy. His troops would simply have to make 

the best of the situation.

Just a few hundred yards north of Compton Hill, General 

McArthur became increasingly frustrated with the indecision 

that seemed to paralyze the Federal senior leadership. By 1430, 

he decided to take matters into his own hands and ordered the 

commander of his first brigade, Colonel McMillen, “to take that 

hill.” McMillen’s brigade would lead the assault on Compton 

Hill, supported by the other two brigades of McArthur’s division 

on his left. But McMillen could expect no help from Maj. Gen. 

Darius N. Couch’s XXIII Corps division on his right because 

Couch had informed McArthur that he had no orders to attack. 

At 1500, McArthur notified General Smith that he was preparing 

to assault Compton Hill, and unless he received word to stand fast, 

would give the order to start. Thomas happened to be at Smith’s 

headquarters when McArthur’s message arrived, and the Union 

commander directed that McArthur wait until he could instruct 

Schofield to cooperate.

In the meantime, Wilson’s troopers—many of them armed 

with seven-shot Spencer carbines—had swept around Cheatham’s 

left flank and were driving into the Confederate rear. Wilson sent 

several messages to Schofield urging him to advance but received no 
59

answer. He therefore sped over to Schofield’s headquarters, where 

he found Thomas trying to prod a reluctant Schofield into attacking 

Compton Hill. Wilson informed the two generals that his cavalry 

was driving the enemy and would soon cut off his line of retreat. Just 

then Thomas lifted his field glasses and observed McMillen’s brigade 

swarming up Compton Hill. He calmly turned to Schofield and said, 

“General, will you please advance your whole line.”

Thomas’ dispatch to McArthur had arrived too late to stop 

McMillen, who attacked at 1600 as ordered. His Midwesterners 

clambered up the steep northwestern slope of the hill, some of 

them coming under “a perfect storm of musket balls,” noted one 

Federal soldier. But most of 

McMillen’s men were surprised 

at the absence of musketry 

along their front until they 

came to the smoke-shrouded 

crest of the hill and suddenly 

found themselves within pointblank range of Bate’s works. 

McMillen recalled that the 

defenders fired a nervous volley 

that sailed over their heads. The 

Federals then gave a yell and 

jumped over the parapet. The 

fighting was at close quarters 

with fixed bayonets and clubbed 

muskets. During the melee, Lt. 

Col. Samuel P. Jennison of the 

10th Minnesota Infantry fell 

mortally wounded, while a few 

yards away, Lt. Col. William 

M. Shy, the commander of a 

Tennessee infantry regiment, was killed instantly by a bullet that 

struck him above the right eye. Afterward the ground he had died 

defending was renamed Shy’s Hill.

With Wilson’s cavalry striking from the rear, Schofield’s troops 

attacking on McMillen’s right, and McArthur’s other two brigades 

driving forward on the left, Cheatham’s entire defensive line soon 

collapsed under the sheer weight of the Union onslaught. As the 

Confederate left flank crumbled, the center held by Stewart’s corps 

followed suit. A disorganized mass of panic-stricken Confederates 

General McArthur, shown here 

as a colonel

(Library of Congress)
60 

fled south down the Granny White Pike, discarding their weapons 

and equipment, with Wilson’s cavalry in hot pursuit. During the 

rout, the Southerners abandoned fifty-three guns, nearly one-half 

of their artillery. Here and there Confederate officers—including 

General Hood and his staff—tried in vain to stem the rout. 

On the right, Lee’s corps still held fast, but as Steedman’s 

and Wood’s forces converged on Lee’s position, the Confederates 

began to run. Only Clayton’s division on Overton Hill remained 

more or less intact, earning it the unenviable task of serving as 

the army’s rear guard on the Franklin Pike. Chalmers’ cavalry 

division performed a similar service on the Granny White Pike. 

One of Chalmers’ brigade commanders, Col. Edward W. Rucker, 

was wounded and captured during a desperate struggle with units 

of Hatch’s Union cavalry division. In the end, the combination of 

darkness, exhaustion, and a driving rainstorm brought the Federal 

pursuit to a halt, saving the Army of Tennessee from probable 

destruction.

In Nashville, Union Army and civilian hospitals as well as 

numerous homes, churches, and public buildings were filled with 

thousands of wounded and dying men from both Thomas’ and 

Hood’s armies. The two-day battle had cost the Federals 3,061 

casualties, while the Confederate losses are uncertain, given the 

paucity of data supplied by the army’s medical director and unit 

commanders. General Thomas reported capturing 4,462 prisoners, and historian Wiley Sword estimates that the Confederates 

lost about 2,300 killed and wounded, for a total loss of 6,800. In 

just under three weeks—from the skirmish at Spring Hill to the 

second day at Nashville—the Army of Tennessee had suffered 

nearly 14,000 combat casualties, more than one-third of the men 

Hood had led into Tennessee. 

On the morning of 17 December, Wilson’s cavalry resumed 

the pursuit, with Wood’s IV Corps infantry following close behind. 

The Federal horsemen struck Lee’s rear guard about four miles 

north of Franklin and routed it in a mounted saber charge. The 

Confederates made another stand at the Harpeth River and yet 

again five miles south of Franklin, while the main body continued 

to Spring Hill. Commanding the rear guard, Lee was wounded in 

the foot by a shell fragment. The Union infantry was delayed at the 

crossing of the Harpeth while engineers rebuilt the trestle bridge.

On the evening of 18 December, Forrest rejoined the Army 

of Tennessee at Columbia, having received word from Hood of the 
61

disaster at Nashville. The next day, he opposed the Federal cavalry’s 

crossing of Rutherford’s Creek—which had flooded its banks—

while the Confederates crossed the Duck River a few miles to the 

south. At 1500, he withdrew to Columbia, where Hood placed him 

in command of the army’s rear guard and augmented his cavalry 

with nineteen hundred infantry under General Walthall. On 20 

December, while the Confederate main body made its way toward 

Pulaski, Forrest contested Wilson’s crossing of the Duck River. 

In the meantime, the Federals’ pontoon train arrived at last. The 

Union army used a pontoon bridge to cross Rutherford’s Creek on 

21 December and the Duck River over the next two days.

The Army of Tennessee, meanwhile, passed through Pulaski 

and by 24 December had marched to within ten miles of the 

Tennessee River. Brig. Gen. John T. Croxton’s Federal cavalry 

brigade skirmished with Forrest’s rear guard for much of the 

day. During the fight at Richland Creek, one of Forrest’s division 

commanders, General Buford, was wounded, and a Union trooper 

captured Chalmers’ headquarters flag.

On Christmas Day, the Confederates reached the Tennessee 

River near Bainbridge, Alabama, and laid their pontoon bridge. 

In the meantime, Col. Thomas J. Harrison’s brigade of Wilson’s 

cavalry corps groped through thick woods and collided with 

Forrest’s rear guard, which was drawn up behind a rail barricade 

at the top of Anthony’s Hill. The Confederates fired a point-blank 

volley into the Federals’ faces, and then Forrest ordered a charge. 

Eager for revenge, the Southerners routed Harrison’s troopers, 

capturing one Union gun and inflicting about 150 casualties. The 

next morning, as the Army of Tennessee began to cross the river 

several miles to the south, Col. John H. Hammond’s Union cavalry 

brigade waded across Sugar Creek amid a dense fog and blundered 

into another ambush. Once again, Forrest’s men fired a devastating 

volley and then launched a counterattack, chasing the terrified 

Federals across the creek. The skirmish at Sugar Creek marked the 

final engagement between the armies of Thomas and Hood.

The Army of Tennessee completed its crossing of the 

Tennessee River on 27 December. With the Confederates safely 

across and the Federals running low on supplies, Thomas abandoned the pursuit. But as the main column returned to Nashville, 

a Union cavalry force under Col. William J. Palmer set out from 

Decatur, Alabama, toward Hood’s army and managed to destroy 

its pontoon train as well as a large supply train. Worse yet, other 
62 

supplies bound for the army failed to arrive because of a break 

in the Mobile and Ohio Railroad. The Confederates nevertheless 

reached their destination at Tupelo by 12 January 1865 and went 

into winter camp.

At the start of the campaign, the Army of Tennessee had 

numbered about 38,000, exclusive of Forrest’s cavalry. As of 20 

January 1865, the army was down to 18,708 present for duty—a 

loss of more than one-half of its strength. According to General 

Beauregard, however, the number of men who were actually 

present was closer to 15,000. Fewer still were fit for duty. Many 

lacked shoes and adequate clothing, nearly all were underfed, and 

discipline was virtually nonexistent. In the words of Beauregard’s 

inspector general, Col. Alfred Roman, “If not in the strict sense 

of the word, a disorganized mob, it was no longer an army.” His 

dreams of glory shattered, Hood submitted his resignation to 

President Davis, and Davis accepted it on 23 January 1865. Soon 

afterward, remnants of the Army of Tennessee were sent to Mobile 

and North Carolina in what would be the Confederate army’s last 

major troop transfer.

Like his adversary Hood, Thomas had fought his last battle. 

And like the Army of Tennessee, a large part of his command would 

A detail from Grant and his Generals, by Ole P. H. Balling, depicting (l. to r.) 

Sheridan, Thomas, Meade, Sherman, and Grant

(Library of Congress)
63

soon be sent elsewhere—Schofield’s XXIII Corps to eastern North 

Carolina and Wilson’s cavalry corps to Alabama and Georgia. But 

the Battle of Nashville had enhanced Thomas’ reputation just as 

surely as it had destroyed Hood’s. He had gained entry into the 

pantheon of generals who ranked foremost in saving the Union: 

Ulysses S. Grant, William T. Sherman, Philip H. Sheridan, George 

G. Meade, and George H. Thomas. 

Analysis

The Battles of Franklin and Nashville wrecked the 

Confederacy’s second-largest field army, crushing the hopes of 

soldiers and civilians in Mississippi, Tennessee, and elsewhere 

in the Confederacy. “All was confusion and disarray,” lamented 

one Army of Tennessee veteran who endured both the carnage at 

Franklin and the collapse at Nashville. The two battles convinced 

him that “the Confederacy was indeed gone up, and that we were 

a ruined people.”

While Thomas pursued Hood south of Nashville, Confederate 

morale suffered another severe blow in Georgia. On 21 December, 

Sherman captured Savannah and presented the city to President 

Lincoln as a Christmas gift. The success of the campaigns in 

Georgia and Tennessee fully justified the risk that Sherman had 

taken in sending part of his army northward with Thomas to 

deal with Forrest and Hood, while he led the remainder on a raid 

deep into hostile territory. The risk as Sherman understood it was 

minimal, for he had already accomplished a similar feat—albeit on 

a smaller scale—in the Meridian Campaign. Sherman also knew 

that his superiority in manpower and materiel enabled him to 

conduct two campaigns at once, and he trusted Thomas to defeat 

Hood. “Old Pap” did not disappoint him.

Despite continual pressure from Grant, Thomas had refused 

to launch an attack at Nashville until he deemed his forces ready 

and the conditions right. He had staked his Army career on this 

decision and had come within a whisker of being removed. But his 

strength of character had prevailed during the difficult time just 

prior to the Battle of Nashville, enabling him to achieve one of the 

war’s few decisive victories.

Thomas was also fortunate in having subordinates whose skill 

as combat commanders more than compensated for Schofield’s 

deficiencies. At Franklin, Schofield wisely designated General Cox 
64 

as commander of the Union defensive line south of town, and Cox 

acquitted himself superbly, with ample assistance from lowerranking officers such as Reilly, Ruger, and Opdycke. At Nashville, 

however, Cox was superseded by the far less able General Couch. 

Deprived of his right-hand man, Schofield took counsel of his fears 

and refused to attack on the sixteenth of December. Fortunately 

for Thomas, two other subordinates, Wilson and McArthur, seized 

the initiative and attacked anyway, much as Thomas’ troops had 

done at Missionary Ridge the previous year. 

Of all the blunders that Hood committed during the 

Tennessee Campaign, the first—and perhaps foremost—

was the decision to wait two weeks at Tuscumbia while his 

commissary officers collected provisions and Forrest raided 

Johnsonville. This interval gave Thomas invaluable time to 

concentrate his forces at Nashville and virtually ensured that 

Hood would have to fight a numerically superior foe. After the 

bloodbath at Franklin, Hood’s options became severely limited, 

but he did not have to confront Thomas’ force at Nashville, as 

has often been argued. Instead, he could have attacked Fortress 

Rosecrans with his entire army rather than an undersized 

expeditionary force. The losses might have been heavy, but the 

windfall of supplies would have benefited his army greatly, and 

such a demonstration might have induced Thomas to attack 

before he was ready, which had been the main object of the 

Forrest expedition.

Throughout 1864, Forrest had demonstrated the difference 

that one great leader can make in warfare—and yet his successes 

were never enough to tip the balance in the Confederacy’s favor. 

Even so, his achievements were impressive. He had routed 

superior forces under W. S. Smith and Sturgis, forcing Sherman 

to send one of his best corps commanders after him. Although 

Forrest had suffered defeat at Tupelo, he had prevented fourteen 

thousand veteran troops from joining Sherman’s army group 

during the Atlanta Campaign. But Forrest never succeeded in 

cutting Sherman’s supply line, and even his Johnsonville raid had 

scarcely put a dent in the Union army’s logistical apparatus. If his 

service during the Tennessee Campaign lacked the brilliance of 

his independent raids, it nevertheless revealed Forrest’s ability to 

function in a more conventional role, screening Hood’s army and 

serving as its eyes and ears. Above all, Forrest’s handling of the 

army’s rear guard during the retreat from Nashville was a testa-
65

ment to the endurance and fighting spirit of his troops and to the 

indomitable will of their commander.

Unfortunately for the Confederacy, Hood had squandered its 

most precious military asset—its manpower—and no amount of 

fighting spirit could compensate for that loss. As the fighting at 

Nashville had demonstrated, the Union Army’s ranks were filled 

with thousands of USCTs who were just as willing to die for their 

freedom as their adversaries were willing to die for their independence. Nor was that all: thousands of Union soldiers wielded Henry 

and Spencer repeating rifles and carbines, giving them an overwhelming firepower advantage against the Confederates, whose 

main weapon remained the single-shot rifle musket. Outmanned, 

outgunned, and outgeneraled, the remnants of the once-mighty 

Army of Tennessee nevertheless refused to admit defeat. “I doubt 

if any soldiers in the world ever needed more cumulative evidence 

to convince them that they were beaten,” Schofield wrote. And so 

the war would grind on into its fifth year.
66 

The Author

Derek W. Frisby is a middle Tennessee native, a U.S. Marine 

Corps veteran of Operations Desert Shield and Desert Storm, 

and a graduate of the University of Alabama, where he earned his 

doctorate in history. He is an associate professor of Global Studies 

and Cultural Geography at Middle Tennessee State University, 

where he teaches courses on Tennessee history, military geography, and global warfare and culture. Professor Frisby also leads 

staff rides and tours of Tennessee Civil War battlefields, and he 

conducts courses on warfare and public memory in such diverse 

places as Iwo Jima, Peleliu, Guam, Europe, and Vietnam.
67

Further Readings

Connelly, Donald B. John M. Schofield and the Politics of 

Generalship. Chapel Hill: University of North Carolina 

Press, 2006.

Cox, Jacob D. The Battle of Franklin, Tennessee, November 30, 1864: 

A Monograph. New York: C. Scribner’s Sons, 1897.

———. The March to the Sea: Franklin and Nashville, Campaigns 

of the Civil War, Vol. 10. New York: C. Scribner’s Sons, 1882.

Dobak, William A. Freedom by the Sword: The U.S. Colored Troops, 

1862–1867. Washington, D.C.: U.S. Army Center of Military 

History, 2011.

Hess, Earl J. The Civil War in the West: Victory and Defeat from 

the Appalachians to the Mississippi. Chapel Hill: University of 

North Carolina Press, 2012.

Sword, Wiley. The Confederacy’s Last Hurrah: Spring Hill, Franklin, 

and Nashville. Lawrence: University Press of Kansas, 1993.

Wills, Brian Steel. A Battle from the Start: The Life of Nathan 

Bedford Forrest. New York: HarperCollins, 1992.

———. George Henry Thomas: As True as Steel. Lawrence: University 

Press of Kansas, 2012. 

For more information on the U.S. Army in the Civil War, please 

read other titles in the U.S. Army Campaigns of the Civil War 

series published by the U.S. Army Center of Military History.

(www.history.army.mil)
68 PIN : 104652–000

The

Civil

War Sesquicentennial