Fighting for control of the Mississippi had been ongoing since the prior year as Union forces pushed downriver to Fort Pillow, about 50 miles (80 km) north of Memphis.

The Union's daily tactic was to send a single mortar boat guarded by an ironclad warship to a position further downriver to shell the fort, while the rest of the fleet remained upriver.

In turn, CSS General Earl Van Dorn rammed Mound City; the Union vessel was damaged so severely that she was later run aground on a shoal, where she sank.

When the American Civil War began in April 1861, both the United States and Confederate governments viewed control of the Mississippi River as vital.

[12] Cairo, St. Louis, Pittsburgh, Mound City, Carondelet, and Cincinnati were City-class ironclads,[13] which were designed to have a shallow draft, iron armor, and an armament of thirteen cannons.

After capturing the ironclad, they expected that the larger Union fleet could be surprised and defeated and that the attack could drive as far upriver as Cairo, Illinois and St. Louis, Missouri.

[26] The various ships were issued written orders, as Montgomery did not believe that his sailors were capable of accurately using signalling methods during battle.

The Confederate vessels were arranged with the fastest at the front and the slowest to the rear in order to provide the Union with the minimum amount of reaction time after the ships were spotted.

[28][29] Naval historian Neil P. Chatelain states that the Confederate vessels passed through Plum Point Bend and approached the two Union ships at around 6:30 am,[26] while historian Ed Bearss states that the Confederate advance began at 6:00 am, before rounding Plum Point Bend at 7:25 am.

The Union ironclads did not have sufficient steam pressure built up to operate effectively, and the rest of Davis's fleet was 3 miles (4.8 km) upstream.

General Bragg's ram was briefly stuck in the hull of the Union vessel, and Cincinnati was able to fire another volley into the Confederate ship.

[44] Mound City and Carondelet had arrived at close range after about 10 or 15 minutes,[45] but had been unable to fire for fear of hitting Cincinnati.

[46] A shot from Carondelet struck General Sterling Price, damaging the supply pipes for her boiler, knocking the Confederate ship out of the fight.

[48] CSS General Earl Van Dorn advanced towards Mound City, intending to ram her, all the while firing at the mortar boat, which was hit by two shots.

[50] Mound City unsuccessfully moved to avoid getting rammed, but General Earl Van Dorn struck the Union ship.

As a result of the collision, Mound City was pushed aside while General Earl Van Dorn kept going forward; the Confederate vessel briefly ran aground.

Bearss reports CSS Little Rebel attempted to ram Mound City, but was damaged by a shot from Benton and withdrew,[52] but historian Edward B. McCaul argues that no second Confederate ship attempted to ram Mound City and that Benton's commander's account of the incident was not accurate.

Montgomery was aware that the quantity and quality of his ships' cannons were inferior to the Union ironclads, and ordered a withdrawal.

[56] Carondelet was forward of the other still-functioning Union ships, and came under fire from the Confederate vessels and accidental undershots from Pittsburgh to the rear.

[57] Benton and Carondelet pursued the retreating Confederate vessels, but broke off before reaching the batteries at Fort Pillow.

[62] McCaul notes that these losses were very light given the amount of expended ordnance, and suggests that inaccurate smoothbore cannons and projectiles passing through the Confederate ships, instead of exploding within them, caused the low casualty rate.

[11] The loss of two ships led to the Union ironclads being strengthened at the waterline,[67] and Davis changed the operation procedures for the bombardment to increase security.

[68] The failure of several of the Union captains to keep their ships at combat readiness was not mentioned in any official reports of the action to avoid impinging any officer's honor.

[62] Bearss notes that the battle was one of very few fleet actions during the war, and states that "it was the only one in which the Confederates felt that they were sufficiently prepared to take the offensive".

[73] In the following First Battle of Memphis, all of the ships of the River Defense Fleet except General Earl Van Dorn were sunk or captured.