With momentum created by his victory at Okolona firmly in hand Confederate Maj. Gen. Nathan Bedford Forrest prepared to launch an expedition from northern Mississippi in early March 1864. The Confederate cavalryman had two divisions under his command led by Brig. Gens. James Chalmers and Abraham Buford. Forrest hoped to upset enemy activity, recruit soldiers and gather supplies.
Although repulsed in their efforts outside Paducah, Kentucky, the Confederates enjoyed success at Union City and Bolivar, Tennessee. By the first days of April, Forrest decided to turn his sights on an enemy fortification on the banks of the Mississippi River, Fort Pillow.
Named for Confederate General Gideon Pillow, the work had been constructed to protect Memphis. When the city fell to Union forces in June 1862 it was abandoned and occupied by the Federals, who improved upon the defenses. Built in the shape of a half-moon and facing east, the fort consisted of three separate lines. Major Lionel Booth commanded the garrison which consisted of a section from the 2nd U.S. Colored Light Artillery, one battalion from the 6th U.S. Colored Heavy Artillery and the Unionist 13th West Tennessee Cavalry. The three units combined numbered almost 600 men.
