A joint attack on Fort Pillow, with troops moving in from the land side, was planned for June 5, but the Southerners upset the schedule. The fort had been ordered evacuated and was virtually empty on the 3d, while on the evening of the 4th demolition teams began applying the torch. By noon of the next day, the Confederate fleet was at Memphis, a shortage of men for the fort having caused the evacuation. The Federals now advanced on Memphis, arriving there the evening of the 5th. At dawn, the Confederate fleet, consisting of eight rams and gunboats and facing such a shortage of coal that it was unable to go farther downstream, drew up in line in front of the city to await battle. [Illustration: _Battle of Memphis, June 6, 1862. The _Cairo_ is the fourth boat from the left. From a sketch by Rear Adm. Henry Walke._ Battles and Leaders of the Civil War] Action began at 5:30 a.m. and ended in a running fight 1½ hours later. All of the Confederate vessels were either sunk or captured except the _Van Dorn_ and a little storeboat, the _Paul Jones_, both of which happened to have coal enough to flee downriver. In the battle, the _Cairo_ was the first of the ironclads to fire, opening with her 42-pounder starboard bow rifle. Throughout the action she kept busy, firing, rescuing men from the water, and finally taking part in the running fight; but her role was not one to cause her to be singled out in the official reports. For the next 6 days, the _Cairo_ lay with the other ironclads at Memphis. On June 12 she was ordered to return to Fort Pillow, where she would remain for 3 months while her crew guarded public property, undertook patrols on each side of the river, and strengthened the boat. From a nearby sawmill and from the Fort Pillow fortifications, lumber and iron were obtained to build a barricade around the engines, steam drums, and boilers. September brought the _Cairo_ a change of command. For months, Lieutenant Bryant had been in failing health and, as he grew steadily worse, a medical board recommended that he be allowed extended sick leave. On orders, he headed his vessel downstream to Helena to rendezvous with the flotilla and there, on September 12, he turned his command over to Lt. Comdr. Thomas O. Selfridge, Jr.