Ever since the Battle of Memphis in June of 1862, the town had been in Union hands. This was especially galling to Confederate General Nathan Bedford Forrest, since Memphis was his home town.
On September 10, 1864 Forrest staged a nighttime raid, hoping to free Confederate prisoners and capture two Union Generals, Washburne and Hurlburt, who were in command there. Forrest led about 1,500 men against a force of 6,000 Union soldiers. His forces arrived on Beale Street, and then split up.