Major Booth, who commanded them, seemed to have no doubts. Leaming might have trouble taking colored troops seriously. Nobody in his right mind, though, could lightly dismiss Lionel Booth. He was a veteran of the Regular Army, his face weathered though he was only in his mid – twenties, one cheek scarred by a bullet crease. Though he and his men came up from Memphis only a couple of weeks before, he was senior in grade to Major Bradford and in overall command at Fort Pillow.

Back when the war was new, Confederate General Gideon Pillow ordered the First Chickasaw Bluff of the Mississippi fortified. With customary modesty, he named the position after himself. As the crow flew, Fort Pillow lay not quite forty miles north of Memphis. Following the river's twists and turns, the crow would have flown twice as far, near enough.

General Pillow didn't think small when he built his works. His line ran for a couple of miles from Coal Creek on the north to the Mississippi on the west. The next Confederate officer who had to try to hold the place built a shorter line inside the one Pillow laid out.

That didn't do any good, either. When the Confederates in the West fell back in 1862, Federal troops occupied Fort Pillow. The U.S. Army kept nothing but the tip of the triangle between the Mississippi and Coal Creek. The present earthworks protected only the bluffs at the apex of the triangle and ran for perhaps four hundred feet. The Federals did keep pickets in rifle pits dug along the second, shorter, Confederate line.

These days, six pieces of field artillery aided the defenders: two six – pounders, two twelve – pounders, and two ten – pounder Parrott long guns. They were newly arrived with the colored troops from the Sixth U.S. Heavy Artillery and Second U.S. Light Artillery. Having come under artillery fire, Leaming liked it no better than anyone else in his right mind. He assumed the Confederates felt the same way.