As a result of the fall of Forts Henry and Donelson, Confederate General Albert Sidney Johnston, the commander in the area, was forced to fall back, giving up Kentucky and much of West and Middle Tennessee. He chose Corinth, Mississippi, a major transportation center, as the staging area for an offensive against Major General Ulysses S. Grant and his Army of the Tennessee before the Army of the Ohio, under Major General Don Carlos Buell, could join it.

The Confederate retrenchment was a surprise, although a pleasant one, to the Union forces, and it took Grant, with about 40,000 men, some time to mount a southern offensive, along the Tennessee River, toward Pittsburg Landing. Grant received orders to await Buell's Army of the Ohio at Pittsburg Landing. Grant did not choose to fortify his position; rather, he set about drilling his men many of which were raw recruits.

Johnston originally planned to attack Grant on April 4, but delays postponed it until the 6th. Attacking the Union troops on the morning of the 6th, the Confederates surprised them, routing many. Some Federals made determined stands and by afternoon, they had established a battle line at the sunken road, known as the "Hornets Nest." Repeated Rebel attacks failed to carry the Hornets Nest, but massed artillery helped to turn the tide as Confederates surrounded the Union troops and captured, killed, or wounded most.

Johnston had been mortally wounded earlier and his second in command, General P.G.T. Beauregard, took over. The Union troops established another line covering Pittsburg Landing, anchored with artillery and augmented by Buell's men who began to arrive and take up positions. Fighting continued until after dark, but the Federals  held. By the next morning, the combined Federal forces numbered about 40,000, outnumbering Beauregard's army of less than 30,000. Beauregard was unaware of the arrival of Buell's army and launched a counterattack in response to a two-mile advance by William Nelson's division of Buell's army at 6:00 am, which was, at first, successful. Union troops stiffened and began forcing the Confederates back.

Beauregard ordered a counterattack, which stopped the Union advance but did not break its battle line. At this point, Beauregard realized that he could not win and, having suffered too many casualties, he retired from the field and headed back to Corinth. On the 8th, Grant sent Brigadier General William T. Sherman, with two brigades, and Brigadier General Thomas J. Wood, with his division, in pursuit of Beauregard. They ran into the Rebel rearguard, commanded by Colonel Nathan Bedford Forrest, at Fallen Timbers. Forrest's aggressive tactics, although eventually contained, influenced the Union troops to return to Pittsburg Landing.

Grant's mastery of the Confederate forces continued; he had beaten them once again.

The Confederates continued to fall back until launching their mid-August offensive.

Result(s): Union victory

Location: Hardin County

Campaign: Federal Penetration up the Cumberland and Tennessee Rivers (1862) Previous Battle in Campaign Campaigns

Date(s): April 6-7, 1862

Principal Commanders: Major General Ulysses S. Grant and Major General Don Carlos Buell [US]; General Albert Sidney Johnston and General P.G.T. Beauregard [CS]

Forces Engaged: Army of the Tennessee and Army of the Ohio (65,085) [US]; Army of the Mississippi (44,968) [CS]

Estimated Casualties: 23,746 total (US 13,047; CS 10,699)

With the loss of Forts Henry and Donelson in February, General Johnston withdrew his disheartened Confederate forces into west Tennessee, northern Mississippi and Alabama to reorganize. In early March, General Halleck responded by ordering General Grant to advance his Union Army of West Tennessee on an invasion up the Tennessee River.

Occupying Pittsburg Landing, Grant entertained no thought of a Confederate attack. Halleck's instructions were that following the arrival of General Buell's Army of the Ohio from Nashville, Grant would advance south in a joint offensive to seize the Memphis & Charleston Railroad, the Confederacy's only east-west all weather supply route that linked the lower Mississippi Valley to cities on the Confederacy's east coast.

Assisted by his second-in-command, General Beauregard, Johnston shifted his scattered forces and concentrated almost 55,000 men around Corinth. Strategically located where the Memphis & Charleston crossed the Mobile & Ohio Railroad, Corinth was the western Confederacy's most important rail junction.

On April 3, realizing Buell would soon reinforce Grant, Johnston launched an offensive with his newly christened Army of the Mississippi. Advancing upon Pittsburg Landing with 43,938 men, Johnston planned to surprise Grant, cut his army off from retreat to the Tennessee River, and drive the Federals west into the swamps of Owl Creek.

In the gray light of dawn, April 6, a small Federal reconnaissance discovered Johnston's army deployed for battle astride the Corinth road, just a mile beyond the forward Federal camps. Storming forward, the Confederates found the Federal position unfortified. Johnston had achieved almost total surprise. By mid-morning, the Confederates seemed within easy reach of victory, overrunning one frontline Union division and capturing its camp. However, stiff resistance on the Federal right entangled Johnston's brigades in a savage fight around Shiloh Church. Throughout the day, Johnston's army hammered the Federal right, which gave ground but did not break. Casualties upon this brutal killing ground were immense.

Meanwhile, Johnston's flanking attack stalled in front of Sarah Bell's peach orchard and the dense oak thicket labeled the "hornet's nest" by the Confederates. Grant's left flank withstood Confederate assaults for seven crucial hours before being forced to yield ground in the late afternoon. Despite inflicting heavy casualties and seizing ground, the Confederates only drove Grant towards the river, instead of away from it. The Federal survivors established a solid front before Pittsburg Landing and repulsed the last Confederate charge as dusk ended the first day of fighting.

Shiloh's first day of slaughter also witnessed the death of the Confederate leader, General Johnston, who fell at mid-afternoon, struck down by a stray bullet while directing the action on the Confederate right. At dusk, the advance division of General Buell's Federal Army of the Ohio reached Pittsburg Landing, and crossed the river to file into line on the Union left during the night. Buell's arrival, plus the timely appearance of a reserve division from Grant's army, led by Major General Lewis Wallace, fed over 22,500 reinforcements into the Union lines. On April 7, Grant renewed the fighting with an aggressive counterattack.

Taken by surprise, General Beauregard managed to rally 30,000 of his badly disorganized Confederates, and mounted a tenacious defense. Inflicting heavy casualties on the Federals, Beauregard's troops temporarily halted the determined Union advance. However, strength in numbers provided Grant with a decisive advantage. By midafternoon, as waves of fresh Federal troops swept forward, pressing the exhausted Confederates back to Shiloh Church, Beauregard realized his armies' peril and ordered a retreat. During the night, the Confederates withdrew, greatly disorganized, to their fortified stronghold at Corinth. Possession of the grisly battlefield passed to the victorious Federal's, who were satisfied to simply reclaim Grant's camps and make an exhausted bivouac among the dead.

General Johnston's massive and rapid concentration at Corinth, and surprise attack on Grant at Pittsburg Landing, had presented the Confederacy with an opportunity to reverse the course of the war. The aftermath, however, left the invading Union forces still poised to carry out the capture of the Corinth rail junction. Shiloh's awesome toll of 23,746 men killed, wounded, or missing brought a shocking realization to both sides that the war would not end quickly.

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James M. McPherson