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Meantime a large fleet of steamboats was assembling from St. Louis and Cairo, and Admiral Porter dropped down to Memphis with his whole gunboat fleet, ready to cooperate in the movement. The preparations were necessarily hasty in the extreme, but this was the essence of the whole plan, viz., to reach Vicksburg as it were by surprise, while General Grant held in check Pemberton's army about Grenada, leaving me to contend only with the smaller garrison of Vicksburg and its well-known strong batteries and defenses. On the 19th the Memphis troops were embarked, and steamed down to Helena, where on the 21st General Steele's division was also embarked; and on the 22d we were all rendezvoused at Friar's Point, in the following order, viz.:

Steamer Forest Queen, general headquarters, and battalion Thirteenth United States Infantry.

First Division, Brigadier-General A. J. SMITH.--Steamers Des Arc, division headquarters and escort; Metropolitan, Sixth Indiana; J. H. Dickey, Twenty-third Wisconsin; J. C. Snow, Sixteenth Indiana; Hiawatha, Ninety-sixth Ohio; J. S. Pringle, Sixty-seventh Indiana; J. W. Cheeseman, Ninth Kentucky; R. Campbell, Ninety-seventh Indiana; Duke of Argyle, Seventy-seventh Illinois; City of Alton, One Hundred and Eighth and Forty-eighth Ohio; City of Louisiana, Mercantile Battery; Ohio Belle, Seventeenth Ohio Battery; Citizen, Eighty-third Ohio; Champion, commissary-boat; General Anderson, Ordnance.

Second Division,, Brigadier-General M. L. SMITH.--Steamers Chancellor, headquarters, and Thielman's cavalry; Planet, One Hundred and Sixteenth Illinois; City of Memphis, Batteries A and B (Missouri Artillery), Eighth Missouri, and section of Parrott guns; Omaha, Fifty-seventh Ohio; Sioux City, Eighty-third Indiana; Spread Eagle, One Hundred and Twenty-seventh Illinois; Ed. Walsh, One Hundred and Thirteenth Illinois; Westmoreland, Fifty-fifth Illinois, headquarters Fourth Brigade; Sunny South, Fifty-fourth Ohio; Universe, Sixth Missouri; Robert Allen, commissary-boat.

Third Division, Brigadier-General G. W. MORGAN.--Steamers Empress, division headquarters; Key West, One Hundred and Eighteenth Illinois; Sam Gaty, Sixty-ninth Indiana; Northerner, One Hundred and Twentieth Ohio; Belle Peoria, headquarters Second Brigade, two companies Forty-ninth Ohio, and pontoons; Die Vernon, Third Kentucky; War Eagle, Forty-ninth Indiana (eight companies), and Foster's battery; Henry von Phul, headquarters Third Brigade, and eight companies Sixteenth Ohio; Fanny Bullitt, One Hundred and Fourteenth Ohio, and Lamphere's battery; Crescent City, Twenty-second Kentucky and Fifty-fourth Indiana; Des Moines, Forty-second Ohio; Pembina, Lamphere's and Stone's batteries; Lady Jackson, commissary-boat.

Fourth Division, Brigadier-General FREDERICK STEELE--Steamers Continental, headquarters, escort and battery; John J. Roe, Fourth and Ninth Iowa; Nebraska, Thirty-first Iowa; Key West, First Iowa Artillery; John Warner, Thirteenth Illinois; Tecumseh, Twenty-sixth Iowa; Decatur, Twenty-eighth Iowa; Quitman, Thirty-fourth Iowa; Kennett, Twenty ninth Missouri; Gladiator, Thirtieth Missouri; Isabella, Thirty-first Missouri; D. G. Taylor, quartermaster's stores and horses; Sucker State, Thirty-second Missouri; Dakota, Third Missouri; Tutt, Twelfth Missouri Emma, Seventeenth Missouri; Adriatic, First Missouri; Meteor, Seventy-sixth Ohio; Polar Star, Fifty-eighth Ohio.

At the same time were communicated the following instructions:

HEADQUARTERS RIGHT WING, THIRTEENTH ARMY Corps FOREST QUEEN, December 23, 1882.

To Commanders of Divisions, Generals F. STEELE, GEORGE W. MORGAN, A.J. SMITH, and M. L. SMITH

With this I hand to each of you a copy of a map, compiled from the best sources, and which in the main is correct. It is the same used by Admiral Porter and myself. Complete military success can only be accomplished by united action on some general plan, embracing usually a large district of country. In the present instance, our object is to secure the navigation of the Mississippi River and its main branches, and to hold them as military channels of communication and for commercial purposes. The river, above Vicksburg, has been gained by conquering the country to its rear, rendering its possession by our enemy useless and unsafe to him, and of great value to us. But the enemy still holds the river from Vicksburg to Baton Rouge, navigating it with his boats, and the possession of it enables him to connect his communications and routes of supply, east and west. To deprive him of this will be a severe blow, and, if done effectually, will be of great advantage to us, and probably, the most decisive act of the war. To accomplish this important result we are to act our part--an important one of the great whole. General Banks, with a large force, has reinforced General Butler in Louisiana, and from that quarter an expedition, by water and land, is coming northward. General Grant, with the Thirteenth Army Corps, of which we compose the right wing, is moving southward. The naval squadron (Admiral Porter) is operating with his gunboat fleet by water, each in perfect harmony with the other.

General Grant's left and centre were at last accounts approaching the Yalabusha, near Grenada, and the railroad to his rear, by which he drew his supplies, was reported to be seriously damaged. This may disconcert him somewhat, but only makes more important our line of operations. At the Yalabusha General Grant may encounter the army of General Pemberton, the same which refused him battle on the line of the Tallahatchie, which was strongly fortified; but, as he will not have time to fortify it, he will hardly stand there; and, in that event, General Grant will immediately advance down the high ridge between the Big Black and Yazoo, and will expect to meet us on the Yazoo and receive from us the supplies which he needs, and which he knows we carry along. Parts of this general plan are to cooperate with the naval squadron in the reduction of Vicksburg; to secure possession of the land lying between the Yazoo and Big Black; and to act in concert with General Grant against Pemberton's forces, supposed to have Jackson, Mississippi, as a point of concentration. Vicksburg is doubtless very strongly fortified, both against the river and land approaches. Already the gunboats have secured the Yazoo up for twenty-three miles, to a fort on the Yazoo at Haines's Bluff, giving us a choice for a landing-place at some point up the Yazoo below this fort, or on the island which lies between Vicksburg and the present mouth of the Yazoo. (See map [b, c, d], Johnson's plantation.)

But, before any actual collision with the enemy, I purpose, after our whole land force is rendezvoused at Gaines's Landing, Arkansas, to proceed in order to Milliken's Bend (a), and there dispatch a brigade, without wagons or any incumbrances whatever, to the Vicksburg & Shreveport Railroad (at h and k), to destroy that effectually, and to cut off that fruitful avenue of supply; then to proceed to the mouth of the Yazoo, and, after possessing ourselves of the latest and most authentic information from naval officers now there, to land our whole force on the Mississippi side, and then to reach the point where the Vicksburg & Jackson Railroad crosses the Big Black (f); after which to attack Vicksburg by land, while the gun-boats assail it by water. It may be necessary (looking to Grant's approach), before attacking Vicksburg, to reduce the battery at Haine's Bluff first, so as to enable some of the lighter gunboats and transports to ascend the Yazoo and communicate with General Grant. The detailed manner of accomplishing all these results will be communicated in due season, and these general points are only made known at this time, that commanders may study the maps, and also that in the event of non-receipt of orders all may act in perfect concert by following the general movement, unless specially detached.

You all now have the same map, so that no mistakes or confusion need result from different names of localities. All possible preparations as to wagons, provisions, axes, and intrenching-tools, should be made in advance, so that when we do land there will be no want of them. When we begin to act on shore, we must do the work quickly and effectually. The gunboats under Admiral Porter will do their full share, and I feel every assurance that the army will not fall short in its work.

Division commanders may read this to regimental commanders, and furnish brigade commanders a copy. They should also cause as many copies of the map to be made on the same scale as possible, being very careful in copying the names.

The points marked e and g (Allan's and Mount Albans) are evidently strategical points that will figure in our future operations, and these positions should be well studied.

I am, with great respect, your obedient servant,

W. T. SHERMAN, Major-General.

The Mississippi boats were admirably calculated for handling troops, horses, guns, stores, etc., easy of embarkation and disembarkation, and supplies of all kinds were abundant, except fuel. For this we had to rely on wood, but most of the wood-yards, so common on the river before the war, had been exhausted, so that we had to use fence-rails, old dead timber, the logs of houses, etc. Having abundance of men and plenty of axes, each boat could daily procure a supply.

In proceeding down the river, one or more of Admiral Porter's gunboats took the lead; others were distributed throughout the column, and some brought up the rear. We manoeuvred by divisions and brigades when in motion, and it was a magnificent sight as we thus steamed down the river. What few inhabitants remained at the plantations on the river-bank were unfriendly, except the slaves; some few guerrilla-parties infested the banks, but did not dare to molest so, strong a force as I then commanded.

We reached Milliken's Bend on Christmas-day, when I detached one brigade (Burbridge's), of A. J. Smith's division, to the southwest, to break up the railroad leading from Vicksburg toward Shreveport, Louisiana. Leaving A. J. Smith's division there to await the return of Burbridge, the remaining three divisions proceeded, on the 26th, to the mouth of the Yazoo, and up that river to Johnson's plantation, thirteen miles, and there disembarked Steele's division above the mouth of Chickasaw Bayou, Morgans division near the house of Johnson (which had been burned by the gunboats on a former occasion), and M. L. Smith's just below. A. J. Smith's division arrived the next night, and disembarked below that of M. L. Smith. The place of our disembarkation was in fact an island, separated from the high bluff known as Walnut Hills, on which the town of Vicksburg stands, by a broad and shallow bayou-evidently an old channel of the Yazoo. On our right was another wide bayou, known as Old River; and on the left still another, much narrower, but too deep to be forded, known as Chickasaw Bayou. All the island was densely wooded, except Johnson's plantation, immediately on the bank of the Yazoo, and a series of old cotton-fields along Chickasaw Bayou. There was a road from Johnson's plantation directly to Vicksburg, but it crossed numerous bayous and deep swamps by bridges, which had been destroyed; and this road debouched on level ground at the foot of the Vicksburg bluff, opposite strong forts, well prepared and defended by heavy artillery. On this road I directed General A. J. Smith's division, not so much by way of a direct attack as a diversion and threat.

Morgan was to move to his left, to reach Chickasaw Bayou, and to follow it toward the bluff, about four miles above A. J. Smith. Steele was on Morgan's left, across Chickasaw Bayou, and M. L. Smith on Morgan's right. We met light resistance at all points, but skirmished, on the 27th, up to the main bayou, that separated our position from the bluffs of Vicksburg, which were found to be strong by nature and by art, and seemingly well defended. On reconnoitring the front in person, during the 27th and 28th, I became satisfied that General A. J. Smith could not cross the intervening obstacles under the heavy fire of the forts immediately in his front, and that the main bayou was impassable, except at two points--one near the head of Chickasaw Bayou, in front of Morgan, and the other about a mile lower down, in front of M. L. Smith's division.

During the general reconnaissance of the 28th General Morgan L. Smith received a severe and dangerous wound in his hip, which completely disabled him and compelled him to go to his steamboat, leaving the command of his division to Brigadier General D. Stuart; but I drew a part of General A. J. Smith's division, and that general himself, to the point selected for passing the bayou, and committed that special task to his management.

General Steele reported that it was physically impossible to reach the bluffs from his position, so I ordered him to leave but a show of force there, and to return to the west side of Chickasaw Bayou in support of General Morgan's left. He had to countermarch and use the steamboats in the Yazoo to get on the firm ground on our side of the Chickasaw.

On the morning of December 29th all the troops were ready and in position. The first step was to make a lodgment on the foot-hills and bluffs abreast of our position, while diversions were made by the navy toward Haines's Bluff, and by the first division directly toward Vicksburg. I estimated the enemy's forces, then strung from Vicksburg to Haines's Bluff, at fifteen thousand men, commanded by the rebel Generals Martin Luther Smith and Stephen D. Lee. Aiming to reach firm ground beyond this bayou, and to leave as little time for our enemy to reenforce as possible, I determined to make a show of attack along the whole front, but to break across the bayou at the two points named, and gave general orders accordingly. I pointed out to General Morgan the place where he could pass the bayou, and he answered, "General, in ten minutes after you give the signal I'll be on those hills." He was to lead his division in person, and was to be supported by Steele's division. The front was very narrow, and immediately opposite, at the base of the hills about three hundred yards from the bayou, was a rebel battery, supported by an infantry force posted on the spurs of the hill behind. To draw attention from this, the real point of attack, I gave instructions to commence the attack at the flanks.

I went in person about a mile to the right rear of Morgan's position, at a place convenient to receive reports from all other parts of the line; and about noon of December 29th gave the orders and signal for the main attack. A heavy artillery-fire opened along our whole line, and was replied to by the rebel batteries, and soon the infantry-fire opened heavily, especially on A. J. Smith's front, and in front of General George W. Morgan. One brigade (DeCourcey's) of Morgan's troops crossed the bayou safely, but took to cover behind the bank, and could not be moved forward. Frank Blairs brigade, of Steele's division, in support, also crossed the bayou, passed over the space of level ground to the foot of the hills; but, being unsupported by Morgan, and meeting a very severe cross-fire of artillery, was staggered and gradually fell back, leaving about five hundred men behind, wounded and prisoners; among them Colonel Thomas Fletcher, afterward Governor of Missouri. Part of Thayer's brigade took a wrong direction, and did not cross the bayou at all; nor did General Morgan cross in person. This attack failed; and I have always felt that it was due to the failure of General G. W. Morgan to obey his orders, or to fulfill his promise made in person. Had he used with skill and boldness one of his brigades, in addition to that of Blair's, he could have made a lodgment on the bluff, which would have opened the door for our whole force to follow. Meantime the Sixth Missouri Infantry, at heavy loss, had also crossed the bayou at the narrow passage lower down, but could not ascend the steep bank; right over their heads was a rebel battery, whose fire was in a measure kept down by our sharp-shooters (Thirteenth United States Infantry) posted behind logs, stumps, and trees, on our side of the bayou.

The men of the Sixth Missouri actually scooped out with their hands caves in the bank, which sheltered them against the fire of the enemy, who, right over their heads, held their muskets outside the parapet vertically, and fired down So critical was the position, that we could not recall the men till after dark, and then one at a time. Our loss had been pretty heavy, and we had accomplished nothing, and had inflicted little loss on our enemy. At first I intended to renew the assault, but soon became satisfied that, the enemy's attention having been drawn to the only two practicable points, it would prove too costly, and accordingly resolved to look elsewhere for a point below Haines's Bluff, or Blake's plantation. That night I conferred with Admiral Porter, who undertook to cover the landing; and the next day (December 30th) the boats were all selected, but so alarmed were the captains and pilots, that we had to place sentinels with loaded muskets to insure their remaining at their posts. Under cover of night, Steele's division, and one brigade of Stuart's, were drawn out of line, and quietly embarked on steamboats in the Yazoo River. The night of December 30th was appointed for this force, under the command of General Fred Steele, to proceed up the Yazoo just below Haines's Bluff, there to disembark about daylight, and make a dash for the hills. Meantime we had strengthened our positions near Chickasaw Bayou, had all our guns in good position with parapets, and had every thing ready to renew our attack as soon as we heard the sound of battle above.

At midnight I left Admiral Porter on his gunboat; he had his fleet ready and the night was propitious. I rode back to camp and gave orders for all to be ready by daybreak; but when daylight came I received a note from General Steele reporting that, before his boats had got up steam, the fog had settled down on the river so thick and impenetrable, that it was simply impossible to move; so the attempt had to be abandoned. The rain, too, began to fall, and the trees bore water-marks ten feet above our heads, so that I became convinced that the part of wisdom was to withdraw. I ordered the stores which had been landed to be reembarked on the boats, and preparations made for all the troops to regain their proper boats during the night of the 1st of January, 1863. From our camps at Chickasaw we could hear, the whistles of the trains arriving in Vicksburg, could see battalions of men marching up toward Haines's Bluff, and taking post at all points in our front. I was more than convinced that heavy reenforcements were coming to Vicksburg; whether from Pemberton at Grenada, Bragg in Tennessee, or from other sources, I could not tell; but at no point did the enemy assume the offensive; and when we drew off our rear-guard, on the morning of the 2d, they simply followed up the movement, timidly. Up to that moment I had not heard a word from General Grant since leaving Memphis; and most assuredly I had listened for days for the sound of his guns in the direction of Yazoo City. On the morning of January 2d, all my command were again afloat in their proper steamboats, when Admiral Porter told me that General McClernand had arrived at the mouth of the Yazoo in the steamboat Tigress, and that it was rumored he had come down to supersede me. Leaving my whole force where it was, I ran down to the month of the Yazoo in a small tug boat, and there found General McClernand, with orders from the War Department to command the expeditionary force on the Mississippi River. I explained what had been done, and what was the actual state of facts; that the heavy reenforcements pouring into Vicksburg must be Pemberton's army, and that General Grant must be near at hand. He informed me that General Grant was not coming at all; that his depot at Holly Springs had been captured by Van Dorn, and that he had drawn back from Coffeeville and Oxford to Holly Springs and Lagrange; and, further, that Quinby's division of Grant's army was actually at Memphis for stores when he passed down. This, then, fully explained how Vicksburg was being reenforced. I saw that any attempt on the place from the Yazoo was hopeless; and, with General McClernand's full approval, we all came out of the Yazoo, and on the 3d of January rendezvoused at Milliken's Bend, about ten miles above.