The Battle of Paoli, also known as the Battle of Paoli Tavern or the Paoli Massacre, was a battle in the Philadelphia campaign of the American Revolutionary War fought on September 20, 1777, in the area surrounding present-day Malvern, Pennsylvania. Following the Continental Army's retreat in the Battle of Brandywine and the aborted Battle of the Clouds, George Washington left a force behind under the command of Brigadier General Anthony Wayne to monitor and resist the British as they prepared to attack and occupy the revolutionary capital of Philadelphia. At 10 p.m. on September 20, British commander Major General Charles Grey marched his forces from the British camp and launched a surprise attack on Wayne's camp above the Warren Tavern in present-day Malvern not far from the General Paoli Tavern. Grey's troops included the 2nd Light Infantry, a composite battalion formed from the light companies of 13 regiments, plus the 42nd Royal Highland Regiment and 44th Regiment of Foot. A dozen troopers of the 16th Queen's Light Dragoons were in the vanguard of the main British column. Altogether, Grey's force numbered approximately 1,200 men. British intelligence determined that Wayne’s forces were encamped near the General Paoli Tavern near present day Malvern, Pennsylvania. Wayne also made the mistake of leaving his camp exposed. At 10 pm on September 20, 1777 British troops under Major General Charles Grey pounced on the unsuspecting Americans. Grey had ordered his men to unload their muskets, and remove their flits, to ensure total surprise. The British would rely solely on the bayonet for their business that night.

General Grey’s orders were clear, concise, and cruel, and they were to be followed blindly. For a general to command his troops to not use their ammunition during a battle sounds ludicrous, but it turned out to be an extremely effective tactic. Not only were the majority of the American troops sleeping, but because musket shots weren’t giving away the British’s position, the Americans could not see to defend themselves. Eyewitness accounts by Continental soldiers engaged in the surprise attack fanned the fuel of American propagandists, telling tales of how as men tried to surrender they were given no quarter. “I with my own eyes,” wrote Lt. Colonel Adam Hubley of the 10th Pennsylvania Regiment, “see them, cut and hack some of our poor men to pieces after they had fallen on their hands and scarcely shew the least mercy to any…” “The annals of the age cannot,” reported Major Samuel Hay of the 7th Pennsylvania Regiment, “produce another such scene of butchery.” Wayne would have his revenge later when he stormed the ramparts of Stony Point, New York exhorting his men to “Remember Paoli” and returning the favor on the British. An official inquiry found that Wayne was not guilty of misconduct but that he had made a tactical error. Wayne was enraged and demanded a full court-martial. On November 1, a board of 13 officers declared that Wayne overruled the inquiry's initial report, concluding that Wayne had acted with honor.