respect Kentucky neutrality, but these were not in ideal locations. Fort Henry on the Tennessee River was in an unfavorable low-lying location, commanded by hills on the Kentucky side of the river. Fort Donelson on the Cumberland River, although in a better location, had a vulnerable land side and did not have enough heavy artillery to defend against gunboats. Maj. Gen. Polk ignored the problems of the forts when he took command. After Johnston took command, Polk at first refused to comply with Johnston's order to send an engineer, Lt. Joseph K. Dixon, to inspect the forts. After Johnston asserted his authority, Polk had to allow Dixon to proceed. Dixon recommended that the forts be maintained and strengthened, although they were not in ideal locations, because much work had been done on them and the Confederates might not have time to build new ones. Johnston accepted his recommendations. Johnston wanted Major Alexander P. Stewart to command the forts but President Davis appointed Brig. Gen. Lloyd Tilghman as commander. To prevent Polk from dissipating his forces by allowing some men to join a partisan group, Johnston ordered him to send Brig. Gen. Gideon Pillow and 5,000 men to Fort Donelson. Pillow took up a position at nearby Clarksville, Tennessee, and did not move into the fort until February 7, 1862. Alerted by a Union reconnaissance on January 14, 1862, Johnston ordered Tilghman to fortify the high ground opposite Fort Henry, which Polk had failed to do despite Johnston's orders. Tilghman failed to act decisively on these orders, which in any event were too late to be adequately carried out. Gen. Beauregard arrived at Johnston's headquarters at Bowling Green on February 4, 1862, and was given overall command of Polk's force at the western end of Johnston's line at Columbus, Kentucky. On February 6, 1862, Union Navy gunboats quickly reduced the defenses of ill-sited Fort Henry, inflicting 21 casualties on the small remaining Confederate force. Brig. Gen. Lloyd Tilghman surrendered the 94 remaining officers and men of his approximately 3,000-man force which had not been sent to Fort Donelson before U.S. Grant's force could even take up their positions. Johnston knew he could be trapped at Bowling Green if Fort Donelson fell, so he moved his force to Nashville, the capital of Tennessee and an increasingly important Confederate industrial center, beginning on February 11, 1862. Johnston also reinforced Fort Donelson with 12,000