In 1861 Confederate engineers constructed extensive fortifications on the strategically located Chickasaw Bluffs overlooking the Mississippi River north of Memphis and named the site for Maj. Gen. Gideon J. Pillow, a Mexican War hero from Maury County. The fort was built on Chickasaw Bluff No. 1 on the east bank of the river, and batteries of cannon were constructed facing the river. An extensive system of breastworks was dug for the protection of the river batteries in case of attack overland. The fort's river batteries were close to the river during the war, but since the war erosion factors have caused the river to move 2 miles west.

Following the fall of Island No. 10 and other Confederate losses to the north and east of Fort Pillow, the main U.S. Navy flotilla on the Mississippi River proceeded down river. On May 10, 1862, the Union flotilla met the Confederate River Defense Fleet in the naval battle of Plum Point Bend within sight Fort Pillow. During the naval battle, the Union's Cincinnati was sunk and the Mound City was badly damaged. Although the Confederate gunboats were victorious, the Union gunboats were soon able to proceed down river and attack Memphis the following month.

During the spring and early summer of 1862, the Union navy bombarded Fort Pillow from its mortar boats. Few casualties resulted, but with the increasing danger of being cut off from their main army, the Confederate forces evacuated the fort in June 1862. Because of its strategic location Federal forces immediately occupied the fort and held it for almost two years.

On April 12, 1864, Confederate Brig. Gen. Nathan Bedford Forrest and approximately 1,500 cavalrymen attacked the fort. the Union garrison commanded by Maj. Lionel F. Booth was manned by approximately 570 soldiers, 262 of whom were African-Americans - ex-slaves recruited in Tennessee and Alabama. After Booth was killed early in the battle, Maj. William F. Bradford took command. The Confederate force was able to gain a commanding position on the field of battle. Thus, Forrest asked for surrender, but Bradford refused. The Confederates then successfully stormed the fort and in savage, hand-to-hand fighting 229 African-American soldiers were killed by the Confederates. News of the fight - labeled a massacre - had a profound impact as "Remember Fort Pillow" became a battle cry for African-American soldiers during the remainder of the war. After April 12, neither Union nor Confederate forces occupied the fort. Remains of the fort's earthworks are well preserved in the 1,642-acre Fort Pillow State Park.

In 1993, the Civil War Sites Advisory Commission designated the Battle of Fort Pillow (April 12, 1864) as one of the Civil War's 384 principal battlefields. Fort Pillow is nationally significant, because its evacuation by Confederate troops in early June 1862 led directly to the Union capture of Memphis, an important Confederate commercial and economic center, thus contributing to the eventual surrender of Vicksburg by opening another section of the Mississippi River to Federal shipping. The Battle of Fort Pillow on April 12, 1864, is also nationally significant because the fight - labeled a massacre - had a profound impact as "Remember Fort Pillow" became a battle cry for African-American soldiers during the remainder of the year. Thus, the fort had a direct, observable impact on the outcome of the Vicksburg campaign as well as an observable impact on the direction, duration, and outcome of the Civil War.