General Grant invested Fort Donelson on the 12th of February, 1862, with 15,000 troops, reinforced that evening by six regiments of infantry and Flag-Officer Foote's fleet of four ironclad and two wooden gunboats--the St. Louis, Carondelet, Louisville, Pittsburg, Tyler and Conestoga. Reinforcements continued to arrive. Wallace's division was brought over from Fort Henry, 10,000 men were sent by General Buell, and the Confederate lines were enveloped by 24,000 troops. General Buckner states, in his report, that at the close of the attack Grant's forces exceeded 50,000. Brig.-Gen. John B. Floyd, of Virginia, commanded the Confederate forces, amounting to 12,000 men. General Pillow commanded the left, General Buckner the right.

The Tennesseeans present were, the Third Tennessee, Col. John C. Brown; Eighteenth, Col. Jos. B. Palmer: Twenty-sixth, Col. John M. Lillard; Thirty-second, Col. Ed. C. Cook; Forty-first, Col. Robert Farquharson; Tenth, Col. A. Heiman; Forty-second, Col. W. A. Quarles; Thirtieth, Col. John W. Head; Forty-ninth, Col. James E. Bailey; Forty-eighth, Col. W. M. Voorhees; Tennessee battalion, Colonel Browder; Fiftieth, Colonel Sugg; five companies of infantry, Col. S. H. Colms; Fifty-third, Col. Alfred H. Abernathy; Forrest's regiment of cavalry, Col. N. B. Forrest; Ninth battalion of cavalry, Lieut.-Col. George Gantt; Maney's light battery of four guns, Capt. Grant Maney; Green's battery, Captain Green; Porter's battery, six guns, Capt. Thomas Kennedy Porter. The heavy guns were commanded by Capt. J. H. Dixon; one battery of 32-pounders, one rifle gun, one 10-inch columbiad and two howitzers were commanded by Capt. R. R. Ross; Capt. B. G. Bidwell, Thirtieth Tennessee infantry, was assigned to a battery of four 32-pounders; Capt. T. W. Beaumont, Company A, Fiftieth Tennessee infantry, had charge of a battery of four 32-pounders, and a battery of eight 32-pounders was commanded by Capt. Jacob Culbertson. Brig.-Gen. Gideon J. Pillow, Brig.-Gen. Simon B. Buckner and Brig.-Gen. Bushrod R. Johnson commanded the troops, General Floyd in chief command. The Tennessee brigade commanders were Col. A. Heiman, Col. John C. Brown and Col. James E. Bailey, the latter commanding the garrison of the fort; Col. N. B. Forrest commanded the cavalry.

The investment of Fort Donelson and the works occupied by the Confederate forces was complete by the afternoon of the 12th of February, and on the 13th an unsuccessful assault was made on Bushrod Johnson's left wing. It was met gallantly and repulsed by the Tenth Tennessee, Lieut.-Col. R. W. MacGavock; the Fifty-third Tennessee, Lieut.-Col. Thomas F. Winston; the Forty-eighth Tennessee, Col. W. M. Voorhees; the Forty-second Tennessee, Col. W. A. Quarles, and Maney's battery. General Johnson and Colonel Heiman both commended in high terms the conduct of the men who met this attack. After a second and third assault, the enemy retired, leaving his dead and wounded on the field. He had met three bloody repulses. The principal sufferer on the part of Heiman's brigade was Maney's battery; it was fought without protection and with skill and courage, but his loss, chiefly from sharpshooters, was such that he was afterward unable to man two of his four guns. Colonel Brown, commanding brigade, reports that pending this engagement of two hours' duration, "the enemy planted one section of a battery (of field guns) almost in front of Captain Graves, commanding a Kentucky battery, and opened an enfilading fire upon the left of my line, and at the same time a cross-fire upon Colonel Heiman. Captain Graves, handling his favorite rifle piece with the same fearless courage that characterized his conduct during the entire week, in less than ten minutes knocked one of the enemy's guns from its carriage, and almost at the same moment the gallant Porter (commanding battery) disabled and silenced the other, while the supporting infantry retreated precipitately before the storm of grape and canister poured into their ranks from both batteries." Two hours before this assault on Heiman's brigade, General Buckner reports, "the enemy made a vigorous attack on Hanson's position (the Second Kentucky, Col. Roger W. Hanson), but was repulsed with heavy loss. The attack was subsequently renewed by three heavy regiments, but was again repulsed by the Second Kentucky, aided by a part of the Eighteenth Tennessee (Colonel Palmer). In both of these affairs, also in a third repulse of the enemy from the same position, Porter's battery played a conspicuous part." Col. Roger Hanson, in his report of this action, states that "in resisting these attacks I was greatly assisted by Porter's battery upon the left. It always fired at the right time and to the right place.

General Grant had so far failed to accomplish anything with his army. On the 14th the main attack was made with the enemy's gunboats. Flag-Officer A. H. Foote, United States navy, reported that the action continued one hour and a half, and that "in the latter part of the action his fleet was less than 400 yards from the fort." "The wheel of this vessel [the flagship], by a shot through her pilot-house, was carried away, and the tiller-ropes of the Louisville also disabled by a shot, which rendered the two boats wholly unmanageable. They then drifted down the river. The two remaining boats, the Pittsburg and Carondelet, were also greatly damaged between wind and water, and soon followed us, the enemy rapidly renewing the fire as we drifted helplessly down the river. This vessel, the St. Louis, alone received 59 shots, four between wind and water, and one in the pilot-house, mortally wounding the pilot and others. There were 54 killed and wounded" on the several vessels.

Capt. Joseph H. Dixon, an officer of great intelligence and courage, was killed on the evening of the 13th when a few shots were exchanged between the fleet and fort. One shot came through the embrasure, striking the left cheek of one of the gun-carriages out of which a screw bolt was driven, striking him in the forehead, killing him instantly. This was the only casualty sustained by the batteries. Colonel Bailey's brigade constituted the garrison of the fort and rendered great assistance to the gunners.

No battle or combat of the war was more decided than that between the heavy batteries and the Federal fleet, and there were no higher intelligence and gallantry displayed on any field of service than that exhibited by Captains Dixon, Culbertson, Ross, Beaumont, Bidwell and Graham. Lieutenants Stankiewitz, Fitzgerald, Spark-man, Bedford, George Martin and W. C. Allen were honorably mentioned. Captain Culberson reported that "our success is mainly attributed" to Lieut. H. S. Bedford, who directed the 10-inch gun. Captain Bidwell, referring to Private John G. Frequa (or Fuqua) in his report, stated that "at the highest gun in my battery he stood perfectly upright, calm, cool and collected. I heard him say, 'Now, boys, see me take a chimney.' The chimney [of the vessel] and the flag both fell. Very soon he sent a ball through a porthole and the boat fell back." Captain Beaumont makes honorable mention of Major Robertson, who volunteered to serve one of his guns; also of Sergt. J. S. Martin, Corps. W. H. Proctor and Dan C. Lyle, and of Privates Elisha Downs, Poston Couts, Nelson Davis, Isaac Christie, Wm. Trotter, Thomas Pearce and R. M. Crumpler. But no duty was omitted by officers or men, and Tennessee will always hold in grateful memory the prowess of her sons who manned the heavy guns in the defense of Fort Donelson.

On the 15th of February a combined attack was made by the two divisions commanded by Generals Pillow and Buckner. General Pillow led the left to the attack, soon followed by the right. Pillow's division constituted two-thirds of the army. The battle raged from daylight to 1 o'clock and to that hour was a great success. It was won by the troops of all of the States. Virginia, Kentucky, Mississippi, Tennessee, Texas, Alabama, all shared alike in the glory of the achievement. The object of this attack is stated in the report of General Floyd to have been, as the result of a consultation with the officers of divisions and brigades, "to dislodge the enemy from the position on our left, and thus to pass our people into the open country."

Col. John G. Brown reported that when his brigade moved out on Saturday morning it "was provided with three days' cooked rations and marched with knapsacks, the purpose being to turn the enemy's right wing and march out on the Wynn's Ferry road to fall back on Nashville." After several fierce combats in cooperation with the left division he reports that he "led the Third, Eighteenth and Thirty-second Tennessee across an open field on the right of Wynn's Ferry road under the fire of a battery posted on that road." The infantry support retreated, leaving one section of the battery in his hands. He pursued the retreating forces. After this another fierce combat ensued, but after the firing of a few volleys of musketry the enemy abandoned the field, leaving 800 killed and wounded. In this last combat Colonel Brown was reinforced by the Fourteenth Mississippi regiment and Graves' battery. The brigade lost 50 in killed and wounded, among them Col. Thomas M. Gordon of the Third, wounded, and the accomplished Lieut.-Col. W. P. Moore, mortally wounded.

General Pillow, leaving Heiman's brigade in the trenches, with the balance of the left division, assisted by Forrest's cavalry, engaged the enemy hotly for two hours and succeeded in driving him back on Buckner's division. Forrest's cavalry charged the infantry support of and captured a battery composed of four field pieces and two 24-pounders. Gen. Bushrod Johnson, of Tennessee, always reliable and strong in battle, contributed largely to the success of the movement. His command became united with the forces of General Buckner as the enemy retired, as General Pillow reports, "and engaged the enemy in a hot contest of nearly one hour, with large forces of fresh troops that had now met us. This position of the enemy being carried by our joint forces, I called off further pursuit after seven hours of continuous and bloody conflict, in which our loss was severe, and leaving not less than 1,000 of the enemy dead on the field." The object of this battle seemed to be accomplished, but our council of war was divided, and the troops were ordered to their original position in the intrenchments.

As Buckner returned he found the Federal forces of Gen. C. F. Smith advancing rapidly to take possession of his portion of our works, bravely opposed by Maj. James J. Turner of the Thirtieth Tennessee. He had a stubborn conflict lasting one hour and a half, resulting in the seizure of our extreme right. This position was in rear of the Confederate river batteries and field-work for their protection, and was the key to the Confederate situation. It took Buckner in reverse and necessitated the ultimate surrender of our forces. The position seized by the Federal forces had been occupied by the Second Kentucky. In the struggle to regain it, this gallant regiment was reinforced by the Eighteenth, the Third and Thirty-second Tennessee, and subsequently by the regiments of Colonels Quarles, Sugg and Bailey. General Buckner reported that "the enemy made repeated attempts to storm my line on the right, but the well-directed fire of Porter's and Graves' artillery, and the musketry fire of the infantry, repelled the attempts and forced him to shelter. Porter's battery, from its exposed position, lost more than half its gunners, and the intrepid commander was severely wounded late in the afternoon of Saturday, being succeeded in command by the gallant Lieutenant Morton."

The artillery of Tennessee was especially conspicuous. Colonel Heiman reported that in the battle of the 13th, referring to Maney's battery. "First Lieutenant Burns was one of the first who fell. Second Lieutenant Massie was also mortally wounded. but the gallant Maney, with the balance of his men, stood by their guns like true heroes." Generals Pillow and Bushrod Johnson warmly commended Captains Maney and Green; and General Floyd, commander-in-chief, in his report of the battle of the 13th, said: "Too high praise cannot be bestowed upon the battery of Captain Porter for their participation in the rout of the enemy in this assault. My position was immediately in front of the point of attack, and I was thus enabled to witness the incidents of it." Col. John C. Brown reported that Captains Porter and Graves "excited the admiration of the whole command by an exhibition of coolness and bravery, under a heavy fire from which they had no protection, which could not be excelled. Captain Porter fell dangerously wounded by a minie ball through his thigh while working one of his guns, his gunners being nearly all of them disabled or killed. The command then devolved upon Lieutenant Morton, a beardless youth, who stepped forward like an old veteran, and nobly did he emulate the example of his brave captain." Lieutenant Morton subsequently became distinguished as captain of Morton's battery of Forrest's cavalry.

Gen. N. B. Forrest, then colonel of Forrest's Tennessee cavalry, disputed the advance of General Grant on Fort Donelson with commendable enterprise and skill, no other obstacle being offered to the march from Fort Henry, and pending the engagement he was actively employed on the flanks of our army. Besides his own regiment, three mounted companies from Kentucky, commanded by Captains Williams, Wilcox and Henry, were assigned to his command, and gallantly assisted him. He also had assigned to him Gantt's Tennessee battalion. Forrest reported that he "charged two batteries of artillery, taking nine pieces of artillery with 4,000 stand of arms." He lost between 300 and 400 men, killed, wounded and missing, a greater loss than was sustained by any other regiment of the army. Among his killed was Capt. Charles May, who fell leading his company to a charge on the enemy. Fort Donelson was the opening of a career to Forrest that carried his name and fame to the civilized world and yet excites the admiration of all who read of his personal prowess and heroic actions. He retired from Fort Donelson before its final surrender. General Floyd with his brigade, and General Pillow with his staff, left on a transport pending negotiations.

The Confederate forces amounted to 12,000 to 14,500 men. General Badeau, in his life of Grant, Vol. I, page 36, says, on the last day of the fight Grant had 27,000 men, and other reinforcements arrived after the surrender; but General Buckner believed that this was far below the number, and General Buell stated in 1865 that Grant had 30,000 to 35,000 exclusive of the naval contingent.

The Federal loss amounted to 2,500 killed, wounded and missing. The Confederate loss was about 1,420. On Thursday there was a rainfall, followed by snow on Friday, with freezing weather, and by the evening of Saturday, the 15th, the men who had spent a week in the trenches without sleep and without fire to warm them, were worn out to such an extent that General Buckner decided he could not longer maintain himself, and surrendered the troops on the morning of the 16th.