To meet Gen. Smith, Gen. Lee could assemble only 7,500 men under Gen. Forrest, 1,500 of whom were without horses.  The only addition was 6oo artillery men temporarily armed as infantry, from the small Mobile garrison. Gen. Adams was watching the raid under Gen. Slocum from Vicksburg, and a small cavalry force was still in Alabama, protecting the railroads. Out of this force of 7,500, the effectives could not reach over 6,600 men, and part of this force had to be horse holders during the battle. It was intended by Gen. Lee and Gen. Forrest, to get Smith if possible to come as far south as Okolona and there fight him. Negroes were impressed and intrenchments made. The uneasiness about the safety of Mobile suggested this plan so as to be convenient to Mobile, in case it was attacked by land. Gen. Forrest (although not in good health) had remained in command of all his troops, and they were all his except the artillerymen from Mobile. He carefully arranged his troops to meet the enemy, and reported constantly their approach, which was very slow and with the utmost caution to prevent surprise. Smith was determined not to be caught as Sturgis had been, and doubled up and defeated before he could form a good line of battle. From the start Forrest’s advanced pickets had skirmished slowly from Ripley southward to Pontotoc. Smith arrived north of that place on July 10th. Here he was in line of battle a mile long, his flank and rear most carefully guarded against surprise.

     On July 11th and 12th he pressed beyond Pontotoc on the Okolona road 9 miles, but was met and driven back, and he gave up any further attempt to move southward. Gen. Forrest, in his report, says: 

“The delay of the enemy at Pontotoc produced the impression that he designed to fall back toward Memphis, and after a short consultation, it was determined to accept battle wherever he offered it and to attack him if he attempted to retreat.” 

With this understanding Gen. Lee ordered everything moved to the front. The weather was excessively warm, and Forrest’s dismounted cavalry made slow and painful marches from Okolona, first towards Pontotoc and then to Tupelo, so that when the battle was fought, after the long march, these troops arrived only about Soo strong on the field, and that after the battle.

On the 13th of July, much to the surprise of Generals Lee and Forrest, Gen. Smith, after meeting with but slight resistance in his advance towards Okolona, gave up any further effort in that direction, and moved his whole force suddenly and rapidly towards Tupelo, due east from Pontotoc 18 miles. As decided on by Generals Lee and Forrest, he was at once attacked in the rear by Gen. Forrest, with Mabry’s brigade, Forrest’s old regiment and his escort company—while Gen. Lee directed Generals Chalmers and Buford to move from their positions on the Pontotoc road, and strike the enemy to the north on the road to Tupelo.

     Gen. Chalmers with one brigade (Rucker’s) struck the flank of the enemy, 8 miles west of Tupelo at Bartram’s shop, and for a time had possession of his train. But the enemy’s infantry rallied and forced back Gen. Rucker, after he had destroyed some wagons and killed some mules.  Gen. Forrest soon joined Gen. Chalmers from the enemy’s rear.  Gen. Buford attacked the enemy nearer Tupelo with Bell’s brigade,—on his flank while marching. After an hour’s engagement the enemy drove back this portion of Buford’s command.  At 9 p. m. Gen. Forrest had all his command united two miles from Harrisburg, at the intersection of the Harrisburg and Verona and Pontotoc and Tupelo roads—the enemy being in his immediate front at Harrisburg.

     The enemy, on reaching Harrisburg near Tupelo, faced about and formed a double line of battle facing west, or in the direction of Pontotoc, with a front of two brigades.  The 1st division of the 16th army corps (Gen. Mower) had its left on the Pontotoc road, the 3rd division, 16th army corps (Col. Moore) had its right on the left of the 1st division.  The brigade of negro infantry was in the rear of the 3rd division, facing the left flank.  The cavalry division under Gen. Grierson was in the rear, protecting the train and the right flank. The artillery (8 batteries) was divided between the two divisions of infantry and cavalry. After daylight on the morning of the 14th, the line of battle was moved forward some distance. (See report of Gen. Mower, Col. Murray, and Col. Bouton.)

     In accordance with the understanding to accept battle wherever the enemy offered it, and when it was found he would not advance farther south, Gen. Forrest, after reconnoitering the position of the enemy during the night, arranged his troops for battle about daylight on the 14th of July. All the troops present were in his immediate command. The dismounted troops (about Soo) had not yet arrived on the field.  The line of battle was arranged as follows: Roddey’s division of Alabamians was placed on the extreme right with Hudson’s battery of artillery. Mabry’s brigade, which had been drawn from the vicinity of Jackson, Miss., to reinforce Gen. Forrest, was on the extreme left, while Buford’s division was in the center, the left of Crossland’s Kentucky brigade resting on the Pontotoc road, with Bell’s Tennessee brigade immediately in the rear of Mabry’s brigade; but this brigade was afterwards put between Crossland’s and Mabry’s brigades, making the right of Bell’s brigade rest on the Pontotoc road; Morton’s, Rice’s and Thrall’s batteries being in good position to take part in the attack.  Chalmer’s division of the three brigades of Neely, McCullough and Rucker, and the dismounted men as they arrived, were to form the second line or reserve for the entire line of battle, with two batteries of artillery. The entire command was dismounted for battle. Leaving out the horse holders the Confederate force did not exceed 6,000 or 6,500 men, as against 15,000 of the enemy, mostly veteran infantry.

     The order of battle was given by Gen. Lee for Buford and Mabry to make a front attack, as the left and center of the enemy was covered by these commands, while Gen. Forrest at the same time was to swing Roddey’s division around on the enemy’s left and press it back.  A signal gun was to be fired on the Pontotoc road between Bell and Crossland as the order for a general and simultaneous advance to attack the enemy.  Every precaution was taken to accomplish this general movement.  Both Gen. Lee and Gen. Forrest understood the desperate venture.  They knew no reinforcement could be had, as all the armies of the Confederacy were facing superior numbers and resources, and everywhere Confederate armies at this stage of the war had to fight against great odds or not fight at all.  On this occasion not to fight would have been to have given up the great corn region of Mississippi, the main support of other armies facing the enemy on more important fields.  Whatever others may say, Gen. Lee and Gen. Forrest were in perfect accord as to delivering battle, and Gen. Forrest personally never shrank from this responsibility before or after the bloody battle.

     The battle was really precipitated before it was intended, by the arrival of two reliable scouts, who reported that the enemy were evidently preparing to retreat from Tupelo northward towards Memphis on the Ellistown road. Forrest was prepared to believe this, as he states in his report: “The delay of the enemy at Pontotoc produced the impression that he designed to fall back towards Memphis.” He felt and believed all that could be done, was to fight Smith and risk the results. He advised immediate attack; his blood was up; the fire of battle was in his eye. He said that if he was in command, he would not hesitate a moment, that his scouts reported the enemy preparing to retreat on the Ripley road, (as they did the next day). Gen. Lee ordered the attack and said: 

“If it is to be a fight, let us fight to the bitter end, the troops are yours, select which wing you will command in person, and I will take the other.” 

Forrest took the right wing, which was to swing around the enemy’s flank. Lee took the left wing for the front attack to be made on Mower’s division, and the right of Moore’s division, which was covered by Buford’s Kentucky brigade on the right of the Pontotoc road.

     At the signal agreed on Gen. Lee ordered the left wing to attack. Never did troops move with greater gallantry and impetuousity; gradually they advanced to the front driving the skirmishers of the enemy, until within 50 yards of their line, where the fire of the enemy was so severe that they lay on the ground, fighting desperately for nearly three hours. The Kentucky brigade on the right of the Pontotoc road had been cautioned to move surely and steadily, but it was impossible to restrain the ardor of the men, and they charged forward for nearly the entire distance. Being ahead of the troops on the right and left they drew on themselves the concentrated fire of both wings of the enemy, and after unsurpassed gallantry, some of the men falling within the lines of the enemy, they were driven back with great slaughter. Gen. Lee ordered Chalmer’s division to form on the left. He found that Chalmers had received conflicting orders. Chalmers says:

“As soon as they became well engaged, I was ordered (by Gen. Lee) to advance, and while moving, I received three different orders.  From Gen. Forrest I received an order to move to the right and support Gen. Roddey.  From Gen. Lee, to move to the left and support Gen. Mabry. And from Gen. Buford, an order stating that I could by direction of Geri.  Lee, relieve him on the center.  Major Gen. Forrest being my immediate superior, I obeyed his order and moved to the right, but before I had reached the desired position, another order from Gen. Lee, in person, divided my command, leaving McCullough’s brigade in reserve, and moving Rucker’s brigade to the left, to charge at double quick with a shout.” 

Neely’s brigade was sent to Forrest. Rucker’s brigade, after considerable delay, caused by the conflicting orders Gen. Chalmers received and his movement to the left in obeying Gen. Forrest’s order, was put on the left of Mabry and Bell, who were still holding their positions and fighting desperately. The brigade was led by both Chalmers and Rucker, but arrived too late to do much good, as the ammunition of Bell and Mabry was about exhausted, and they had met with severe losses. If any troops could have carried the lines in front of them, these brave men would have done it.
In all that has been described Gen. Lee was most intently engaged with the details of the death struggle in his immediate presence and front, but he noticed a concentrated fire of artillery and infantry on the brave troops immediately under his command, Bell, Mabry and Rucker’s brigades, from the artillery and infantry in the left wing of the enemy. (See reports of Crossland and reports of Federal officers in left division). The enemy’s artillery in his front (Lee’s) had been silenced or driven off, owing to the close proximity of our men. The enemy’s left wing then seeming to be, as in fact it was not, engaged by any Confederate troops in its front, Gen. Lee moved to the right, to see what was the cause. 

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