She was taken over in 1861 by General Mansfield Lovell, commanding the New Orleans military district, and converted to a cottonclad ram by installation of double pine bulwarks filled with compressed cotton and one-inch iron plates on each bow.

On 10 May 1862, while operating off Fort Pillow, Tennessee, in defense of the river approaches to Memphis, Colonel Lovell, in company with seven of Montgomery's vessels, attacked the ironclad gunboats of the Federal Mississippi Flotilla.

The action of Plum Point Bend which followed witnessed successful ramming tactics by the Confederates, though each of their vessels mounted at least four 8-inch guns.

Following the Federal capture of Fort Pillow Flag Officer Charles Henry Davis, USN, commanding the Mississippi Flotilla, pressed on without delay and appeared off Memphis with superior force on 6 June 1862.

Included in his force were two of the Federal Army's rams, commanded by Colonel Charles Ellet, Jr. Montgomery, unwilling to retreat to Vicksburg because of his shortage of fuel and unwilling to destroy his boats, determined to fight against heavy odds.