On January 14, 1781, General Morgan learned that Tarleton's column had crossed the Tyger at Musgrove's Mill. Until this moment, he had planned to resist the crossing of the Pacolet. But he was concerned by the reports brought in by his scouts that Lord Cornwallis was getting into position to threaten his left and rear. A successful defense of the Pacolet, he realized, would be "attended by no other important result, than to give Cornwallis time to gain his rear: while a defeat, under such circumstances," would be disastrous. For guidance he reviewed General Greene's instructions of December 29 which called for him to hold his ground as long as possible, but gave him the discretion of retreating if the security of his command were threatened. When he questioned his scouts, they warned him that the Pacolet was fordable in many places, and as such he would be courting disaster should he attempt to hold it. In addition, his men had stripped the area of forage for their livestock and of ham and hominy for themselves, so that supplying his army was becoming a problem. Yet if he pulled back, it would curb the ardor of the Whigs living in the district, and subject them to harassment by the Tories. Although Cornwallis' advance was snail-like, Morgan knew if he delayed much longer, he might be left with only two options—to fight a greatly superior force or to withdraw into the mountains.

Morgan accordingly determined to pull back from the Pacolet and take position nearer the upper fords of the Broad. Then if he were compelled to fight, he would be closer to the reinforcements of militia known to be en route to join him. Should Cornwallis remain where he was, Morgan, once he had been reinforced, would take the offensive against Tarleton. If compelled to retreat by Cornwallis' continued advance up the left bank of the Broad, Morgan planned to make for the area drained by the Catawba, where his gain would be three-fold: (a) it was a region not yet ravaged by war; (b) the militia of that area could be expected to rally to his standard; and (c) the way would be opened to a junction of his wing with Greene's army. [1]

While Morgan was mulling over his next move, his thoughts were rendered academic by news that Tarleton was sweeping toward Grindall's Ford. Word was now received that Cornwallis' army was advancing up the left bank of Broad River "like Bloodhounds" after prey. Satisfied that the movements of the British were directed against him, Morgan broke up his camp and pulled back ten miles to Burr's Mill on Thicketty Creek, where he camped on the afternoon of the 15th. Patrols were left to watch the Pacolet fords. [2]

Growing more anxious by the moment, Morgan wrote Greene on the evening of the 15th, telling of Tarleton's approach and reminding him that rations were scarce. It was impracticable "to procure more provisions in this quarter than was absolutely necessary for our own immediate consumption," he complained. Indeed, there were so many horses to be fed that the "most plentiful country must soon be exhausted." Nothing he could accomplish would equal the risk he faced by remaining in upper South Carolina. He requested that Greene recall his command, and that Generals Davidson and Pickens be left with their North and South Carolina militia to cow the Tories, as Tarleton was not likely to waste his time and energy on such a force. As Morgan was concluding his letter, he learned that Tarleton's column consisted of from 1,100 to 1,200 British regulars. [3] At this time, a courier was galloping across country with a dispatch from Greene to Morgan, dated the 13th. In it Greene had written, "Col. Tarleton is said to be on his way to pay you a visit. I doubt not but he will have a decent reception and a proper dismission." [4]

Tarleton's corps had crossed the Enoree and Tyler, on the 14th, by using footlogs for his infantry and swimming his horses. That evening Tarleton learned from his scouts that Morgan's patrols were picketing the crossing of the Pacolet. Shortly thereafter, an express rider galloped into camp with a message that Cornwallis' army had reached Bulls Run and that General Leslie's command, although slowed in its march by rain-swollen streams and river, had finally emerged from the swamps. This message which Cornwallis had drafted on the 14th conveyed no information regarding Morgan's whereabouts beyond the fact that he did not believe he could recross the Broad, although it had crested and was falling. [5]

Before retiring for the night, Tarleton dashed off a message to his superior, assuring him that he would endeavor to pass the Pacolet. On doing so, he would compel Morgan to retire toward the Broad. Cornwallis in the meantime, he assumed, would be pushing up the east side of that river. If they moved with celerity the British might destroy Morgan's rapidly growing command. [6]

On the evening of the 15th, Tarleton resumed his advance. His initial goal was the ironworks located near the source of the Pacolet. The patrols, which Morgan had left to watch the crossings of the Pacolet, quickly pinpointed the British column. They followed the redcoats upstream several miles, and when Tarleton's people camped, the scouts did likewise. As soon as the Patriots had settled down for a good night's sleep, Tarleton turned out his Light Infantry Battalion. Moving swiftly and silently, they secured a crossing at unguarded Easterwood Shoals, within six miles of Morgan's camp at Burr's Mill. Tarleton now turned out the rest of his corps, putting them in motion to the bridgehead.

While his soldiers were fording the Pacolet, Tarleton's far-ranging scouts pinpointed a number of log cabins constructed by Major Ferguson's ill-fated command, about three miles to his front. As it was reported that these cabins were unoccupied, Colonel Tarleton determined to organize a flying column to secure them. A strong force of dragoons and mounted infantry moved out to discharge this mission, as the last of the rear guard was reaching the left bank of the Pacolet. Tarleton planned to post his command at the cabins and wait for Morgan to disclose his intentions.

The flying column had not been gone very long, before several excited scouts galloped up and reported that the Americans had hurriedly evacuated their encampment. Orders were issued for the flying column to occupy and hold the abandoned Burr's Mill camp. Upon reaching Burr's Mill, the British found that it was a strong position. Of greater interest to the enlisted men was the discovery that the Americans had pulled back so fast that they had left a large quantity of half-cooked rations behind. [7]

Morgan's scouts, as soon as they learned that they had been hoodwinked, raced for Burr's Mill to alert their General. [8] Thus, Morgan was warned of the danger at an early hour on January 16. He shouted for his men to turn out and to start loading wagons. Soldiers, who were preparing their breakfasts around the camp fires, scrambled to their feet, and soon the units had been formed and were ready to move. Morgan set out in the direction of Broad River, his troops eating their half-cooked rations as they went. He pushed them hard, shouting commands to the teamsters and the infantry, while Washington's cavalry watched the flanks and rear. The road along which the column marched was rough; several swamps had to be crossed. After passing Hancocksville, he turned the vanguard into a byroad that skirted the head of Thicketty Creek. [9]

There was no question about it, but on the morning of the 16th Morgan and his army were running for their lives. The one thing that Morgan could not risk was having Tarleton's cavalry overtake him while he was withdrawing. In his retreat Morgan had the counsel of his most able officers—Colonel William Washington, Major Giles, and Baron de Glaubec. He had the advice of Patriot spies and guides whose information had so far been reliable.

So through the 16th, Morgan weighed the odds with his guides and officers. During the early afternoon a messenger arrived from General Pickens, who had collected a detachment of mounted infantry and had crossed Broad River, and was en route to join Morgan. Meet him where? Pickens didn't say, and Morgan had to know where. Now there was one place in that wild region that was known to every Patriot guide in the Carolinas. That was the Cowpens, because the 3,000 backwoods militia that had rendezvoused in the preceding October to trap Major Ferguson had assembled there, before starting for Kings Mountain. The leader of the North Carolina militia under Morgan, Major McDowell, had been one of those to meet at the Cowpens. Pickens knew the place well. Morgan had to have a place of assembly that Pickens could not miss, even on the darkest night, a place to fight, a place to forage. So Morgan made up his mind, "we'll go to the Cowpens." [10]

Prior to this decision on Morgan's part, he had voiced a desire to cross the Broad, but dusk found the little army at Cowpens. With Pickens' militia en route to the designated rendezvous and the Broad five miles away and darkness at hand, Morgan did not wish to chance crossing a rain-swollen river with the British hard on his heels. [11]

The place where General Morgan established his camp on the night of January 16 was near the intersection of the Mill Gap road and the road from present day Spartanburg running northeast into North Carolina, and crossing Broad River at Island Ford. The Mill Gap road crossed the Broad at Cherokee Ford and ran northwestwardly into the mountains. Its route followed generally the ridge lines, thereby avoiding the crossing of the watercourses. Morgan's camp was in a wooded ravine, about 1,000 yards northwest of the cabin of Robert Scruggs, which was visited in 1849 by B. J. Lossing. [12]

For years the stockgrowers, which comprised a large portion of the population of upper South Carolina, had been in the habit of grazing their cattle in this area before driving them to the coast to market. The area was forested with red oaks, hickory, and pines. As it was heavily pastured, there was no undergrowth. The site where Morgan halted was known locally as Hannah's Cowpens from its owner. [13]

Morgan knew he would have to fight here, if Tarleton overtook him that night or early the next morning. The open woods would give Tarleton room to maneuver his cavalry, and there were no swamps or thickets to protect the Americans' flanks. It was "certainly as proper a place for action as Colonel Tarleton could desire," wrote Tarleton in his Memoirs. "America does not produce many more suitable to the nature of the troops under his command." [14]

Subsequently, Morgan was criticized because of his choice of ground. When he offered a defense, he failed to recall that he had originally planned to oppose Tarleton east of the Broad. Stoutly defending himself he wrote:

I would not have had a swamp in the view of my militia on any consideration; they would have made for it, and nothing could have detained them from it. And, as to covering my wings, I knew my adversary, and was perfectly sure I should have nothing but downright fighting. As to retreat, it was the very thing I wished to cut off all hope of. I would have thanked Tarleton had he surrounded me with his cavalry. It would have been better than placing my own men in the rear to shoot down those who broke from the ranks. When men are forced to fight, they will sell their lives dearly. . . . Had I crossed the river, one half of the militia would immediately have abandoned me. [15]

Morgan, while he might have wished to meet the foe on the other side of Broad River, was not afraid to engage Tarleton at the Cowpens. He was a fighter by nature, utterly unafraid of physical danger. William Washington, a fearless officer himself, wrote that he had never seen a man more collected in time of danger than Morgan. The burly ex-teamster had supreme confidence in himself as a battlefield commander — even when his units included militia. A former militiaman, he had led such troops before. Moreover, the Southern frontier militia equated his activities with light infantry and the hit-and-run operations they preferred. They considered Morgan one of them; he too was a backwoodsman and had the speech and manners of the frontier. In the autumn of 1780 two large detachments of southern militia had asked permission to serve under him; one, the group that destroyed Ferguson's force at Kings Mountain. [16] A contingent of these Kings Mountain veterans were with Morgan now; they were Davidson's North Carolinians, serving under Major McDowell.

At the same time, Tarleton's successes, while they demonstrated that he was fearless, showed that he could be reckless, especially if he underestimated his foe. He had the cavalryman's dash, but he lacked the bull dog tenacity of the successful army commander. He was especially effective in the pursuit and seemed to be aroused by the flight of an enemy. While Morgan held his ground, Tarleton was as circumspect in his movements as any prudent officer could wish. But the moment Morgan appeared to flee before his column, he forgot all caution, as well as the need to coordinate his movements with Lord Cornwallis. [17]

On the night of his arrival at the Cowpens, Morgan was joined by Colonel Pickens, who, after being briefed, excused himself and soon returned with 150 militia from north of the Broad. Other militia, he reported, were en route to the point of danger. Many of these could be expected to arrive before morning. Morgan, unlike many of the American officers, appreciated the ability of these men as partisan fighters. He knew they were crack marksmen. With the exception of the Virginia militia, however, they could not be counted on to stand up and hold their ground in face of a bayonet charge by British regulars. Such was not the case with Morgan's other units. His infantry under Lieutenant Colonel John E. Howard was "the flower of the gallant brigade of Marylanders," who at Camden had rolled back the British left wing at the point of the bayonet. Colonel Washington's cavalry corps was well-known for its effectiveness. The members of the Virginia militia were combat tested veterans, who, having served one or more enlistments in the Continental Army, had been called out in the emergency that had followed the Patriots' rout at Camden. [18]

Word that Morgan had decided to give battle at the Cowpens took the army by surprise. Preparations proceeded accordingly. First, Morgan moved to strengthen his mounted arm. The formidable array of horse soldiers which Tarleton was about to hurl against the Americans made an increase in the size of the cavalry a matter of first importance. A call for volunteers went out. Fifty-six men stepped forward. As soon as they were issued sabers and pistols, they were organized into a cavalry corps of two companies—one led by Lieutenant Colonel James McCall and the other by Major Jolly. This battalion was to be commanded by Colonel McCall, as senior officer, who would look to Colonel Washington for orders. [19]

Morgan ordered the militia to make certain they had a sufficient supply of ammunition (24 rounds prepared and ready for use), and arrangements were made to send the baggage train to the rear. Scouts moved out to watch the foe and to warn against a surprise attack. Couriers thundered off with instructions to hurry forward any militia encountered. While the troops bedded down, Morgan met with his principal subordinates to lay plans for the battle. [20]

Morgan made an impression on the militia that remained with them for years. Thomas Young of Jolly's company recalled:

We were very anxious for battle, and many a hearty curse had been vented against General Morgan during that day's march for retreating, as we thought, to avoid a battle. Night came upon us, yet much remained to be done. It was upon this occasion that I was more perfectly convinced of General Morgan's qualifications to command militia than I had ever before been. He went among the volunteers, helped them fix their swords, joked with them about their sweethearts and told them to keep in good spirits, and the day would be ours. Long after I laid down, he was going about among the soldiers, encouraging them, and telling them that the "Old Wagoner" would crack his whip over Ben (Tarleton) in the morning, as sure as he lived. "Just hold up your heads boys," he would say, "three fires, and you are free! And then, when you return to your homes, how the old folks will bless you, and the girls kiss you, for your gallant conduct." I don't think that he slept a wink that night. [21]

Although he was half-crippled with the sciatica and rheumatism that had plagued him since the beginning of the campaign, Morgan seemed omni-present as he visited the units. To stimulate the "summer soldiers and sunshine patriots," Morgan coined the sign and countersign for the night, "Fire" and "Sword." [22]

At an hour before dawn, Morgan was apprised of Tarleton's advance by his pickets. "Tarleton is only five miles away!" they shouted.

"Boys get up!" Morgan roared, "Benny is coming." [23]

Within a few moments, the camp was astir. Breakfast had been prepared the night before, and now Morgan told his men to eat hearty. The baggage wagons rolled to the rear, amid a cracking of whips. While the officers were forming their units, the mounted militia was told to tie their horses in the area behind the camp, where the wagons had been parked. [24]

The position Morgan had chosen for the battle lay to the right and left of the Mill Gap road, just southwest of the camp. The ground was slightly undulating. Two knolls topped the ridge along which the Mill Gap road ran. Morgan's main line of resistance would be located on the knoll south west of the hollow, in which the camp was established. To its front for 300 yards there is a scarcely perceptible slope downward; beyond this the slope is greater, dropping off into a shallow ravine 700 yards from the main line of resistance. To the rear of the principal position, and west of the camp was the second knoll slightly higher than the first. This knoll continues across the Mill Gap road in a south and south west direction, but at a slightly less elevation. The ground offered no cover for either belligerent, except such as was provided by the trees. The flanks of both armies would be exposed, as the terrain was favorable in all directions for troop movements. [25]

Morgan, in making his dispositions to receive Tarleton's onslaught, exhibited a keen understanding of the strength and weaknesses of the troops involved. He would make the best use of the firepower of his militia without compelling them to stand up against the foe in hand-to-hand combat.

Morgan's battle plan was to employ the Maryland and Delaware Continentals and Virginia militia as his shock troops. Near the brow of the first slope, he posted his best troops, Colonel Howard's battalion of light infantry—280 combat-ready veterans. Howard's center company was astride the Mill Gap road. Major Triplett's company of Virginia militia and Captain Beaty's company of South Carolina militia were deployed on Howard's right. [26] On the Continentals' left were positioned about 100 Augusta riflemen of Virginia led by Captains Tate and William Buchanan. [27] Colonel Howard was placed in tactical command of the 400 men holding Morgan's main line of resistance.

One hundred and fifty yards down the face of the slope, skillfully positioned in the grass and among the trees, Morgan stationed 300 Georgia, and North and South Carolina militia. These troops, many of them expert riflemen, were formed in extended order and posted to guard the flanks. Colonels Brannon and Thomas with their South Carolina militia were on the extreme right, while Major McDowell and his North Carolinians were between the road and the South Carolinians. Colonel Hammond with part of Colonel McCall's regiment of South Carolina State Troops was posted east of the road. To Hammond's left was Captain Donnolly and his Georgians. Colonel Pickens would be in overall command of these units. [28]

As soon as the militia had taken position in the open woods, Major McDowell, accompanied by about 60 picked marksmen from his command, and Major John Cunningham, with a like number of Georgia sharpshooters, advanced about 150 yards and took position as skirmishers—Cunningham's people on the left and McDowell's on the right. [29]

Behind these three lines and concealed by the second knoll, Morgan held in reserve 80 dragoons under Colonel Washington. Colonel McCall with his and Major Jolly's companies (about 40 effectives), which had been outfitted as dragoons, were formed east of the road and 100 yards to the left of Washington's people. McCall would look to Washington for his orders. [30] In rear of the cavalry, the horses of the militia were picketed in a grove of young pines. They were saddled and bridled. ready for instant use. [31] Captains Inman and Price with their mounted companies were advanced down the Mill Gap road, with orders to keep a sharp lookout for the British vanguard. [32]

Morgan's disposition of his troops was unorthodox. The most unreliable American units were in front, well in advance of the Continentals. But Morgan knew his militia, and he told his officers how he proposed to use this formation to beat Tarleton. His directions were simple. To the skirmishers of the first line he said, "Let the enemy get within killing distance"—or about 50 yards—then blaze away, especially "at the men with epaulets." After this the skirmishers could retire, "seeking shelter from the trees, as opportunity might offer, loading and firing until they reached Pickens' line, which they were to join." Morgan knew his skirmishers would take to their heels, and this was his way of showing them how to do it—but effectively and without panic. [33] The deployment of the skirmishers, the left wing of Georgians and the right of Carolinians, was adopted by Morgan with the view of arousing a spirit of rivalry, which might add to the men's effectiveness. "Let me see," Morgan remarked "which are most entitled to the credit of brave men, the boys of Carolina or those of Georgia." [34]

After being joined by the skirmishers, Pickens' militia would hold their fire until the redcoats approached to within 50 yards. Then, after delivering two well-directed volleys, they were to retire in good order, and take position on the left of the Continentals, firing by regiment as they withdrew. Here they would be reformed and held in reserve. He then made a fiery speech which was calculated to bolster the militia's self confidence. As he pounded his fist into his palm, he remarked that he expected to see them display their usual zeal and courage.

Morgan's words to the Continentals and militia constituting his main line of resistance were understandably brief. These troops did not need the "stimulus of spirit-stirring speeches to fit them for the performance" of their duty. He prepared them for the retreat of the militia, by repeating the orders he had given that portion of his command. They were told to fire low and deliberately, not to break for any reason, and if compelled to retreat, to rally on the knoll to their rear.

Orders were dispatched for Colonel Washington to assist in rallying the militia in case they broke, and to cover them should they be pursued. In addition, he was to protect the horses of the militia, and to hold himself ready to act as circumstances might dictate. The hillock occupied by the cavalry was well-chosen. The knoll to their front, and the gradual descent beyond it, screened them from the fire of the British, without obscuring from them a horseman's view of the battlefield for some distance in front of the main line of resistance. It provided, besides, a secure rallying point for the militia.

Every preparation having been made, Morgan established his command post in rear of the Continentals, and confidently awaited the approach of the redcoats. [36]

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