Atop these bluffs in the early morning hours of June 6, 1862, the citizens of Memphis gathered in excited anticipation as the Confederate River Defense Fleet steamed in the Mississippi River to meet the descending Union Gunboat Fleet. The "cotton-clad" Confederate fleet, under the command of Captain James E. Montgomery, was comprised of 8 converted wooden paddlewheel steamboats (Little Rebel, Colonel Lovell, Sumter, General Price, General Beauregard, General M. Jeff Thompson, General Bragg, and General Van Dorn), and was armed with a total of 18 cannon and protected by 'armor' of cotton bales and oak planking. The Union fleet (Carondelet, Benton, Cairo, Cincinnati, Louisville, Mound City, Pittsburgh, and St. Louis), commanded by Commodore Charles Henry Davis, carried 79 cannon and was clad with iron plating. These ships were followed by nine new unarmed "Ellet" rams.
At approximately 5:30 a.m. the fleets engaged in a fierce long-range cannon duel, fighting for 90 minutes with little effect. Suddenly two unarmed Union rams darted through the smoke and joined the action. The Queen of the West immediately sank the Colonel Lovell but was rammed by the Beauregard. The Monarch damaged other vessels, while the ironclads closed to a deadly range. The citizens' exuberance turned to gloom as, one after another, the outgunned Confederate ships were knocked out of action. The raging battle wound to a close with three "cottonclads" sunk, three grounded, one captured, and one escaped. On the Union side, one ram was run aground and another heavily damaged; the rest of the fleet suffered damage but all other ships remained afloat. Charles Ellet, Jr., the designer and commander of the Union Ram Fleet, was the only Union casualty, dying a few days later from a marksman's gunshot wound.
The city of Memphis, with Confederate troops having previously been ordered away to Corinth, Mississippi, was now defenseless, and U.S. marines were sent ashore to occupy the city. Mayor John Park refused to surrender but conceded that he was powerless to prevent the city's fall.
The loss of Memphis, the Confederacy's fifth-largest city, home of a naval manufacturing yard, and a key Southern industrial center, now opened up the Mississippi River to Union invasion all the way south to Vicksburg, Mississippi, and opened West Tennessee to occupation.