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Most of Wayne's soldiers were Pennsylvanians from a mixture of backgrounds: frontiersmen, farmers, small shopkeepers, and craftsmen. Many were foreign-born, mostly in Northern Ireland and Germany. The dragoons included Virginians and Connecticut men, and the artillerymen were from Massachusetts and New Jersey. At least one French nobleman, Major Julius Count Montfort, one of Pulaski's volunteer dragoons, was present.
Wayne's troops spent the night of September 19 and all of September 20 encamped, awaiting reinforcements of 2000 Maryland militiamen, commanded by General William Smallwood and Colonel Mordecai Gist.
Shortly after arriving at the Paoli Tavern on the morning of September 19, Wayne had written to Washington, "I believe [Howe] knows nothing of my Situation as I have taken every precaution to Prevent any intelligence getting to him." Not two hours later, Wayne "...in the Afternoon changed the position of his Troops on understanding the Enemy intended to attack us, and took post on some high Ground above the Warren Tavern on the Lancaster Road." This maneuver brought Wayne's troops to the camp site that became the Paoli battlefield. The report of a British attack was a false alarm, but later that afternoon, Wayne evacuated his camp and moved west a few miles on King Road. No American sources explain this maneuver, but General Howe's Hessian aide Captain Friedrich von Münchhausen wrote that British Light Infantry and riflemen "...found General Wayne two and a half miles behind us, and they had almost surrounded him when fate intervened. Two drunken Englishmen fired at a picket, which touched off an alarm, and permitted their escape, though in great confusion. At two o'clock in the morning the light infantry returned, without having attained its objective." Wayne himself later referred to the evacuation but gave no explanation for it.
Verification of this first British attempt to attack came from Colonels Morgan Connor and Thomas Hartley, who reported that "an Old Man by the name of Jones" came into the camp after dark on the 20th, three hours before the attack. Mr. Jones had been at the Paoli Tavern and had seen a servant who had been in the British camp and heard soldiers talking about attacking Wayne, "that they would have done it the night before had he not changed his ground." In response to Jones's information, which Wayne said "could not be deemed a Sufficient Notice upon any Military Principle," he increased the pickets and sent out horse patrols. The Pickets were established as follows:
Picket #1: "one Mile from Camp near the Paoli." [Route 30 and Cedar Hollow Road, Paoli]
Picket #2: "½ a Mile in the Rear of our Right." [Paoli Pike east of Warren Avenue, Malvern]
Picket #3: "Immediately on the Right of the Artillery." [Channing Avenue north of 1st Avenue, Malvern]
Picket #4: "3/4 of a Mile to the Right in front on the Lancaster Road." [Old Lincoln Highway and Longford Avenue, Malvern]
Picket #5: "One Mile from Camp at the Warren." [Old Lancaster Road near Warren Tavern, Malvern]
Picket #6: "at the fork of two Roads on our left." [Sugartown Road, 100 yards north of King Road, Malvern]
It was the horse patrols sent out after Mr. Jones's warning that first spotted the British advance on Swedesford Road, and returned to camp with the alert.
In the British camp at Tredyffrin on September 20, Captain John André wrote, "Intelligence having been received of the situation of General Wayne and his design of attacking our Rear, a plan was concerted for surprising him and the execution entrusted to Major-General [Charles] Grey. The Troops for this service were the 40th and 55th Regiments under Colonel [Thomas] Musgrave, and the 2nd Battalion Light Infantry, the 42nd and 44th Regiments under General Grey...Grey's Detachment marched at 10 o'clock at night, that under Colonel Musgrave at 11." Ordered to remove their musket flints and "rely solely on the Bayonet" (tradition holds that Grey was nicknamed "No-flint Grey" for this order), 1200 men, led by a dozen troopers of the 16th Light Dragoons, moved silently towards Wayne's position. Musgrave's force of 600 moved towards the Paoli Tavern to block any American retreat in that direction. A squad from this force searched Wayne's Easttown home Waynesborough, "but behaved with the utmost politeness to the Women and said they only wanted the General. They did not disturb the least Article."
Wayne's troops were prepared to march, but threatening weather and delayed reinforcements caused them to remain in camp and build the shelters called "booths" or "wigwams" to protect their ammunition from rain. After dark, having received two warnings that he might be attacked, Wayne doubled the pickets and sent out mounted sentries called videttes to patrol the roads.
Two miles north of camp, videttes spotted Grey's force on Swedesford Road about 11:30 PM, challenged them, fired, and rode back to give warning. Immediately, Wayne roused his soldiers, here described by Major Francis Mentges of the 11th Pennsylvania: "At about 12 o'clock Genl. Wayne came Riding along in the Rear of the 2nd Brigade Calling out 'Turn out my Boys, the Lads are Comeing, [we'll give] them a push with the Bayonet through the Smoak.' The Troops turned out as quick as Could be Expected and Formed by Platoons, in less than five Minutes."
Near the Warren Tavern, the British forced a blacksmith to guide them to the camp. At Picket Post #4 on the Lancaster Road, the sentries fired, exposing their position in the dark, and the British rushed in with bayonets, killing and wounding half of the pickets. Picket Post #4, located one mile in front of the camp on the right flank, was commanded by Lieutenant Edward Fitz Randolph and consisted of a sergeant, corporal, and sixteen privates of the 4th Pennsylvania Regiment. They faced a British advance guard of dragoons, riflemen, and light infantry, about 50 men. A British officer wrote, "a piquet fired upon us at the distance of fifteen yards miraculously without effect — This unfortunate Guard was instantly dispatched by the Riflemen's Swords." Nearly half of the pickets were killed or wounded, while the others fell back to the camp.
Lieutenant Samuel Brady was with Picket #3: "Brady was on guard, and laid down with his blanket buckled around him. The British were nearly on them before the sentinel fired. Brady ran, and as he jumped a fence a soldier struck at him with a musket and pinned his blanket to a rail. He tore the blanket and dashed on. A horseman overtook him and ordered him to stop. He wheeled and shot the horseman dead, and got into a small swamp, supposing no one in it but himself. In the morning he found fifty-five men in it, of whom he took command and conducted to camp." The swamp was probably the marshy area located down the hill in the woods to the right rear of the camp.
Hearing the firing from his right, Wayne ordered his troops to wheel into files and move out the left of camp onto Sugartown Road through openings in several fences. The four cannons parked on the right flank were quickly driven down the back of camp, followed by supply wagons. As the guns entered Sugartown Road, the infantry column halted to let them pass, but one of the guns broke its wheels and blocked the road for
As the British advanced, "We then saw their wigwams or Huts partly by almost extinguished light of their fires & partly by the glimmer of a few stars and the frightend Wretches endeavouring to form — We then charged."
Colonel Thomas Hartley, commanding the 1st Pennsylvania Brigade, wrote, "The Enemy last Night...attacked our little Force...with all the Noise and Yells of Hell." The British surrounded the rear of the column; some Continentals fired vollies, while others panicked and ran. In the chaos, "the Troops in the Rear pressed on those in Front & the Passage on the Left being narrow sacrificed Many..." The gravesite, located on the fenced property line, was the area with the greatest concentration of casualties.
More panic ensued as British dragoons thundered across the camp, followed by the 44th Regiment. A British officer wrote, "Then followed a dreadful scene of Havock — The Light Dragoons came on sword in Hand. The Shrieks, Groans, Shouting, imprecations, deprecations, The Clashing of Swords and bayonets &c&c&c. was more expressive of Horror than all the Thunder of the artillery &c on the Day of action." Hartley observed, "The Men were extremely intimedated with the Noise of the Enemys Horse. at the Fences considerable opposition was made by the best Men — but many of them suffered."
The third wave, 600 Scottish Highlanders of the 42nd Royal Highland Regiment (the Black Watch), let out Highland war yells and swept across the field without breaking ranks, bayoneting everyone in their path and setting the booths on fire: "the 42nd set fire to them, as many of the Enemy would not come out, chusing rather to suffer in the Flames than to be killed by the Bayonet." Lieutenant Martin Hunter of the British Light Infantry recalled, "The camp was immediately set on fire; the Light Infantry bayonetted every man they came up with; this, with the cries of the wounded, formed altogether the most dreadful scene I ever beheld."
Most of Wayne's force escaped and rendezvoused the following day at Red Lion Tavern [Lionville] in Uwchlan Township. Total American casualties numbered between 250 and 300, including nearly 80 prisoners, many of whom were wounded multiple times. At least 53 were killed and found on the site the next day, where they were buried by local farmers. Hubley added, "The greatest Cruelty was shewn on the side of the Enemy[.] I with my own Eyes, see them, cut & hack some of our poor Men to pieces after they had fallen in their hands and scarcely shew the least Mercy to any, they got very few prisoners from us."
The horrors of the night gave the battle the name "The Paoli Massacre." Captain William Hale, a British officer, commented, "As our Light Infantry gave no quarter very few prisoners were taken." British losses numbered one officer and two or three men killed, and one officer and 8-20 men wounded.
The Battle of Paoli had several interesting results. It marked the third time in ten days that Washington tried and failed to stop the British advance on Philadelphia. The circumstances of the battle left the Pennsylvania troops thirsting for revenge, and at the Battle of Germantown two weeks later, Wayne's troops charged the British Light Infantry with bayonets while shouting "Avenge Wayne's Affair!" and "Remember Paoli!" Colonel Adam Hubley wrote, "Altho it may be, & indeed is call'd cruel by the Enemy, the treatment they received from our Division, but Justice call'd for retaliation, and we paid in the same Coin that we received on the bloody Night, on which our Division was surpriz'd. I must confess, our people shew'd them No quarter and without distinguishon put their Bayonets, thro' all ye came across, at the same time reminding them of thier Inhumanity on that Night. It was a very remarkable Circumstance that the same troops, who engag'dus on that Night, also engag'd us in this Battle, so that our behavior to them is still more justifiable, in short as in our Division we neither give nor took quarters. And Our Division, with Genl. Sulivan & Conway, have the Generals public thanks, for this Manly behavour."
As for Anthony Wayne, the Paoli area's most famous Revolutionary hero, the battle was a low point in his military career. In the days following the defeat, rumors circulated among the officers that Wayne had been warned of the attack in advance and was negligent in guarding the camp. When confronted with the accusations, he exploded and demanded a court-martial to clear his name. A Court of Inquiry held in October, 1777, failed to clear his name to his satisfaction, so Wayne asked Washington for a full court-martial. After four days of testimony and deliberation, the courton November 2 "...are unanimously of opinion that General Wayne is not guilty of the charge...but that he...did everything that could be expected from an active, brave, and vigilant officer...The Court do acquit him with the highest honor."