Seeking to offset the Union's advantage in numbers through technology, Stephen R. Mallory, the Confederate States Secretary of the Navy, decided to build ironclad warships.

[1] An experienced steamboat man from Memphis, Tennessee, named John T. Shirley visited Mallory in mid-August 1861 and offered to build a pair of such ships to defend the middle portion of the Mississippi River.

The pair ultimately settled on a riverfront site below the bluff on which Fort Pickering sat on the southern edge of Memphis[3] where Arkansas was laid down in October 1861.

Unlike virtually every other Confederate ironclad, the Arkansas-class ships were built with a traditional keeled-hull design with vertical sides to their casemates, probably to improve their seakeeping abilities in the Gulf of Mexico.

Behind the sides of the casemate was a layer of compressed cotton, possibly 20 inches (508 mm) deep, backed by a wooden bulkhead between each gun port.

[17] Captain William F. Lynch, commander of Confederate naval forces in the region, described Arkansas as inferior to the ironclad CSS Virginia and criticized the quality and construction of the ship's armor and smokestack.

The beginning of the siege of Island Number Ten north of Memphis in early March threatened the city and alerted Confederate commanders and officials to the lack of progress on the Arkansas-class ironclads.

Prompted by the request of Secretary of War, Judah P. Benjamin, Major General P. G. T. Beauregard sent an officer to inspect the sisters and evaluate how much progress had been made in mid-March.

[23] On April 25, the same day that the Union captured New Orleans, McBlair commissioned Arkansas and prepared to transfer his ship to Yazoo City, Mississippi, for completion.

To further complicate things, the barge that had accompanied the ship from Memphis also sank during this time, and vital machinery and material had to be recovered from the river bottom using a diving bell.

With the armor-drilling machinery lost when the barge sank, a makeshift crane was set up on Capitol to hold the newly fabricated drill which was powered by a leather belt driven by the steamboat's hoisting engine.

While she reached a top speed of eight miles per hour, the voyage revealed the ventilation for the engine room and casemate was grossly inadequate, especially since the boilers were uninsulated.

As his ship became more combat worthy, Brown sent Lieutenant Charles Read to Vicksburg on July 8 to find out what the Confederate commander of the area, Major General Earl Van Dorn, wanted him to do and to scout out the Union fleet between him and the city.

Around 11 July[34] 60 Missouri artillerymen[35] who had volunteered to serve aboard Arkansas en route to Vicksburg arrived and were given a crash course in operating heavy artillery.

[36] A passage was cut through the raft barrier at Liverpool Landing on July 12, and Arkansas continued downriver to Satartia, Mississippi, accompanied by the tugboat CSS St. Mary.

Brown reloaded the dry powder later that day and continued to Haynes Bluff, where he anchored about midnight, intending to surprised the Union ships in the Mississippi at dawn.

Brown ordered his pilots to steer for the Carondelet, intending to ram the Union ship, about two miles (3.2 km) astern of Tyler and Queen of the West.

Within a half hour after the start of the battle, Carondelet's armor had been pierced by at least eight 64-pounder shells, although one of Tyler's shots had struck her pilothouse, wounding both pilots familiar with the Yazoo river.

Around this time the sharpshooters aboard Tyler opened fire, shooting at Arkansas's smokestack, gun ports and Brown himself, who had been commanding his ship from the top of the casemate.

[43] By this time Arkansas's smokestack had been riddled with holes by Union fire and the weakened draft for the boilers had gradually reduced their efficiency and the ship's speed during the battle,[44] so much so that she was only capable of about 3 miles per hour (4.8 km/h) with the current.

The crews of Farragut's and Davis' ships had thought that the sound of the guns firing up the Yazoo were from a land engagement and the Queen of the West's captain failed to alert the fleet upon his return.

The Confederates had made some repairs to the boiler exhausts and Arkansas able to generate a moderate head of steam by burning oily material by the time she pursued Tyler into the Mississippi at 08:30.

Only the ironclad Benton had her boilers lit as there was a shortage of coal at that time, but the continued gunfire between Arkansas and Tyler caused the Union ships prepare for action by attempting to raise steam and manning their guns.

The mortar boats below the city were warned that the ironclad was passing through the Union fleet and they temporarily withdrew downstream, during which time the schooner Sidney C. Jones ran hard aground and was burned to prevent her capture.

[52] Brown and his crew spent the rest of the day taking care of the dead and wounded, replenishing the ship's supply of coal and making temporary repairs.

[1] The fire from Farragut's ships was generally ineffectual, although a shot from the sloop USS Oneida destroyed Arkansas's sickbay, damaged her machinery and killed three crewmen and wounded three others.

[56] Three days after the fight, Arkansas had been repaired to a more mobile position again, and began posing a threat to the Union fleets, which were forced to keep steam pressure up so they could move if need be.

The expected seasonal drop in river level threatened to strand his ships on the Mississippi, a third of his sailors were sick, and the Navy was unlikely to receive needed help from the Army.

[4] On July 23, orders from United States Secretary of the Navy Gideon Welles permitted Farragut to abandon the position and leave for the Gulf of Mexico.

After reaching a point close enough to see Baton Rouge, Stevens and the ship's pilot decided upon a plan of attack: to ram and sink Essex and then move downstream in order to block the retreat of the smaller Union vessels present.