The next matter of interest in the story of the Mississippi flotilla was what may be called an irregular squadron battle. Island No. 10 surrendered on May 7, 1862, and the government fleet advanced until near Fort Pillow, which the Confederates had erected on the First Chickasaw Bluffs, not far above the Hatchie River. Here a stand was made awaiting the coöperation of the army. Foote, suffering from his wound, had to be relieved. Capt. Charles H. Davis took his place on May 9th. The fleet at this time numbered seven gunboats, four of which were stationed on the Arkansas (westerly) shore and three on the Tennessee side. They were the _Mound City_, Capt. A. H. Kilty; _Cincinnati_, Capt. R. N. Stembel; _St. Louis_, Capt. Henry Erben; _Cairo_, Capt. N. C. Bryant; _Benton_ (flagship), Capt. S. L. Phelps; _Carondelet_, Capt. Henry Walke; and _Pittsburg_, Capt. Egbert Thompson. It was the custom while lying there to send one of the gunboats every day to tow a mortar boat to a mooring under Craighead’s Point, where it could throw shells into Fort Pillow, the gunboat lying handy by meantime to protect the mortar boat from Confederate boats known to be in the river below the fort. The Confederate gunboats were the ordinary river boats converted into warships by putting cotton bales and pine timber about the boilers, and by casing the bows with iron, and in other ways adding to their strength forward so that they became, after a fashion, rams. Each carried at least one gun. This work was done by the pilots themselves at New Orleans, and the old line navy officers there were not allowed to interfere. When ready, eight of these boats had been sent up to Fort Pillow, nominally under Capt. J. E. Montgomery, one of the pilots, but, as a matter of fact, each captain did as he pleased, and the wonder is that anything worth mention should have been accomplished. [Illustration: Confederate Batteries. _Carondelet._ _Pittsburg._ U. S. Gunboats Capturing the Confederate Forts below Island No. 10, April 7th. _From a painting by Admiral Walke._] Early on May 10th the government gunboat _Cincinnati_ towed a mortar boat to its post, and then tied herself to a snag near by. At 5 o’clock the mortar hurled its first shell into Fort Pillow, and thereafter continued its work until 6 o’clock, when a dense smoke was seen rising in the air below Fort Pillow. The Confederate rams were leaving their landing for a dash at the mortar boat and the _Cincinnati_. The _Cincinnati_ quickly slipped her moorings, and running out into the river, faced the Confederates--faced them alone, although the whole Confederate flotilla was in plain sight of the government flotilla long before they reached the _Cincinnati_. Apparently Flag Officer Davis overslept that morning.