At the beginning of the war, the Confederates place control of their western army in the hands of General Albert Sydney Johnston. He spreads his forces out across Kentucky and Tennessee. A new Union general, Ulysses S. Grant, sees the opportunity to strike at the Confederate weak spot - two forts built to protect the Tennessee and Cumberland Rivers from being used by Union forces. Grant plans a combined water and land assault on the fort using a tiny flotilla of ironclad gunboats commanded by Flag Officer Andrew H. Foote. Waiting for Grant at Fort Donelson are four Confederate generals and a new cavalry colonel named Nathan Bedford Forrest.

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