Conversion completed on 5 April, and now renamed CSS General Beauregard, the ship steamed to Fort Pillow, Tennessee, to defend the approaches to Memphis.

The Battle of Plum Point Bend witnessed effective ramming tactics by the Confederates, although General Beauregard succeeded only in keeping her four 8-inch guns bravely firing in the face of a withering hail of Union shells.

Montgomery's force held off the Federal rams until Fort Pillow was safely evacuated, 4 June, then fell back on Memphis to coal, on the fifth.

After Fort Pillow fell, Flag officer Charles Henry Davis, USN, commanding the Mississippi River Squadron, lost no time in appearing off Memphis, on 6 June 1862.

Montgomery, with a smaller squadron short of fuel, was unable to retreat to Vicksburg; unwilling to destroy his boats, he fought against heavy odds.