Meantime the advance of the government army in Tennessee had made it impossible for the Confederates to hold Fort Pillow, and it was evacuated on June 4, 1862. On the evening of the 5th the government flotilla came to anchor just above Memphis, that was yet in Confederate control. The Confederate fleet was seen at the levee next morning, but they soon cast off and took a position where the Union fleet could not fire on them without danger of throwing shells into the city. It was to be the last battle between the two flotillas, and a great throng of citizens gathered on the bluffs. [Illustration: _Lovell._ _Bragg._ _Sumter._ _Carondelet._ _Mound City._ _Benton._ _St. Louis._ _Pittsburg._ The Battle of Fort Pillow. _From a painting by Admiral Walke._] The government gunboats started at 4.20 o’clock and dropped slowly down, stern first, until the Confederates opened fire, when they turned about and returned the fire with vigor. The Union rams under Ellet had, until this time, kept in the rear, but when the firing began two of them--the _Queen of the West_ and the _Monarch_, swift vessels for their day--took advantage of the smoke, dashed through the government line, and boldly headed for the Confederate boats. This attack was wholly unexpected, and the crowds of Memphis citizens on the heights groaned aloud. The officers of the Confederate ships were startled, too. Some of their vessels swerved about under the nervous handling of their tiller wheels, and that gave the gallant Ellet the opportunity he hoped for. With the _Queen of the West_ he crashed fairly into the broadside of the Confederate ship _Lovell_, and she sank out of sight immediately. But as the _Queen of the West_ hauled clear, the quick-witted pilot of the Confederate ram _Beauregard_ rammed her, and she was headed for the Arkansas shore, where she grounded. The government ram _Monarch_ was close behind the _Queen of the West_, and the Confederate rams _Beauregard_ and _Price_ made a dash at her from opposite sides. She cleverly eluded them, and they crashed together, the _Beauregard_ making a hole in the _Price_ that sent her to the Arkansas shore. That mishap very naturally confused the pilot of the _Beauregard_, and while he was recovering his wits the _Monarch_ turned on him and rammed. Just then a shot from the _Benton_ pierced the _Beauregard’s_ boiler, and with the steam and scalding water pouring over her crew, she surrendered. The _Monarch_ took charge of her and towed her over toward the Arkansas shore, where she sank and quelled the agonies of the dying by burying them under the river. And then, to add to the disasters of the Confederates, a shot pierced the steam-chest of the _Little Rebel_, sending her also to the morgue on the Arkansas shore.