After Maj. Gen. Horatio Gates had been defeated at Camden in August of 1780, the Continental Congress authorized General George Washington to appoint a new commander of the Southern armies. Washington selected Maj. Gen. Nathanael Greene, who had recently resigned as Quartermaster General. Greene headed south. Upon his arrival, Greene split his small army, sending Brig. Gen. Daniel Morgan to western South Carolina to menace the British troops and attempt to threaten the British post at Ninety-Six.

Lt. Gen. Charles Lord Cornwalls realized his predicament. If he pursued Brig. Gen. Daniel Morgan in the west then Charlestown would be wide open to an attack from Maj. Gen. Nathanael Greene. If he went after Maj. Gen. Greene, the Brig. Gen. Morgan would take Ninety-Six.

Lt. Gen. Charles Lord Cornwalis responded by sending Lt. Col. Banastre Tarleton, with about 1,000 soldiers, to Ninety-Six. He ordered Gen. Lelsie to hold Camden against any attack by Sumter and Marion or from Maj. Gen. Greene. Then, Cornwallis took the remaining one-third of his army into North Carolina hoping to catch Brig. Gen. Morgan's army after Lt. Col. Tarleton defeated him in a battle.

Brig. Gen. Morgan had 600 Continental soldiers and seasoned Virginia militia men, together with another 500 untrained militia men. He decided to remain and fight Lt. Col. Tarleton. Brig. Gen. Morgan placed his soldiers on a gentle but commanding hill, deploying them in three lines at Hiram Sanders' Cowpens (another source calls this Hannah's Cow Pens). The most reliable soldiers among the Continental troops and Virginia militia were placed just forward of the crest. Below were two lines of militia, the furthest forward being the best sharpshooters. Brig. Gen. Morgan did not expect that they would be able to stand against a line of British regulars, so he gave them explicit orders that they were to fire three rounds and then run to the place were the horses were being held. Brig. Gen. Morgan placed 130 mounted men in reserve under Lt. Col. William Washington.

Many of the militiamen had fought at Kings Mountain and were no longer afraid of the British bayonets. The Continenals with Brig. Gen. Morgan had been survivors of Charleston, the Waxhaws, and Camden, and they had their own score to settle with Lt. Col. Banastre Tarleton.

At 4:00 a.m., Lt. Col. Tarleton's forces broke camp, and Brig. Gen. Morgan was duly notified. At 8:00 a.m., Lt. Col. Tarleton reached the American lines. The morning was cold, possibly below freezing, with high humidity. Brig. Gen. Morgan went up and down the line repeating the famous words: "Don't fire until you see the whites of their eyes!" A fierce cry went out from the British forces: Brig. Gen. Morgan responded loudly, "They give us the British Hallo, boys. Give them the Indian Hallo, by God!" A wild cry went out from the Americans. The sharpshooters took aim and fired. They did their job, firing two or three times and running back to the second line.

The British continued to advance and, as the second line began to fire, the British began to run up the hill with bayonets ready. The second line fled. British dragoons then tried to cut down the fleeing Americans. Just then, Lt. Col. Washington's cavalry appeared and chased away the British cavalry. Brig. Gen. Morgan was awaiting with the militia men where the horses were, and he managed to turn them back around toward the battle. Meanwhile, the final line of Continentals was holding off the British. The tactical situation forced them to retreat slightly.

Lt. Col. Tarleton thought the battle had been won, and he ordered a general charge. As they charged, Brig. Gen. Morgan ordered the retiring force of Continentals to turn and fire. At the same time, the militia men were coming up on the left. Once the British were halted in their tracks, the Americans began charging with bayonets. Just then, the militia attacked from the left, and Lt. Col. Washington's cavalry attacked from the right. In what would become a classic military victory, one of the most famous of the war, the entire British force was captured.

One source asserts that the British had lost 910 men, 110 killed and 800 taken prisoner, as well as all of their supplies. The American lost 73 people, 12 killed and 61 wounded.

Tarleton had his horse shot out from under him, but Robert Jackson, the Assistant Surgeon of the 71st Highlanders, rode up and gave Tarleton his horse. As Lt. Col. Washington came into view, the British officers wheeled around and stopped. The two opposing forces stopped and "dared each other to advance." Cornet Thomas Patterson of the 17th Dragoons ended the stalemate and charged at Lt. Col. Washington. When Cornet Patterson swung his sword at Lt. Col. Washington he was "cut down by the Colonel's orderly serjeant."

Brig. Gen. Daniel Morgan knew that Lt. Gen. Charles Lord Cornwallis would be coming after him to retrieve all of the prisoners, so he withdrew to North Carolina. Col. Andrew Pickens was left behind to bury the dead and to take care of the wounded. Col. Pickens gathered up what equipment might be useful, collected the dead, and after taking the paroles of the British, placed the wounded in tents under a white flag with medical personnel to await the expected return of Lt. Col. Tarleton. Col. Pickens would be commissioned a brigadier general later that month due to his heroic efforts on that cold day at the Cowpens.

Lt. Gen. Lord Cornwallis had been instructed by Clinton not to invade North Carolina until both Georgia and South Carolina were securely in British hands. Maj. Gen. Nathanael Greene decided to let Brig. Gen. Daniel Morgan lead Cornwallis out of South Carolina then to recombine the two forces and to attack the British far from their supply lines. Lord Cornwallis took the bait and followed Morgan into North Carolina.

Brig. Gen. Daniel Morgan - Commanding Officer

MD-DE Light Infantry Battalion led by Lt. Col. John Eager Howard with the following units:
- Delaware Company - Capt. Robert H. Kirkwood with 63 men
- 1st Maryland Company - Capt. Richard Anderson with 60 men
- 2nd Maryland Company - Capt. Henry Dobson with 60 men
- 3rd Maryland Company - Lt. Nicholas Mangers with 60 men

State Troops led by Capt. Edmund Tate with the following known units:
- Virginia Company - Capt. Andrew Wallace with Capt. Conway Oldham
- Virginia State Troops - Capt. John Lawson with 50 men
- Hammond's SC State Troops - Maj. Samuel Hammonds with Capt. Joseph Pickens and 60 men
- North Carolina State Troops - Capt. Henry Connelly with 40 men
- Augusta County (VA) Riflemen - Capt. Patrick Buchanan

3rd Regiment of Continental Light Dragoons led by Lt. Col. William Washington with 82 men and the following known officers:
- Maj. Richard Call
- Capt. William Barrett
- Capt. Robert Cook (Dobbs County, NC)
- Capt. George Farragut (Dobbs County, NC)
- Capt. Churchill Jones's Troop - Lt. Henry Bell
- Capt. William Parsons
- Capt. John Thompson (Wake County, NC)

1st Regiment of Continental Light Dragoons detachment with 10 men led by Capt. John Watts

Nelson's Regiment of Virginia State Cavalry led by Maj. John Nelson with 15 men, including Capt. Clement Read

Georgia Cavalry led by Maj. Benjamin Jolly with 20 men

State Militias led by Col. Andrew Pickens (SC) with the following units:

Campbell's Virginia Militia Regiment led by Maj. David Campbell with Capt. Robinson and Capt. Hanley and 50 men

Triplett's Virginia Battalion of Militia led by Maj. Francis Triplett with the following known companies:
- Augusta Riflemen - Capt. James Taite with 50 men
- Fauquier County Militia - Capt. John Combs and Capt. James Winn
- Rockbridge Rifles - Capt. James Gilmore and Capt. John McCampbell, with 42 men
- NC Light Dragoons detachment led by Capt. Mordecai Clark - with ~25 men

SC Militia led by Col. Andrew Pickens with the following units:

Little River District Regiment led by Col. Joseph Hayes, Maj. James Duggin, Maj. Garret Smith, Maj. Samuel Taylor, with fourteen (14) known companies, led by:
- Capt. John Anderson
- Capt. James Dillard
- Capt. Thomas Duggin
- Capt. Samuel Ewing
- Capt. Robert Gillam, Jr.
- Capt. William Harris
- Capt. James Irby
- Capt. Pendleton Isbell
- Capt. James Miller (killed)
- Capt. John Ridgeway, Sr.
- Capt. Lewis Saxon
- Capt. Samuel Sexton
- Capt. James Starke
- Capt. Isaac White

2nd Spartan Regiment led by Col. Thomas Brandon, Lt. Col. William Farr, Lt. Col. James Steen, Maj. Benjamin Jolly, Maj. Joseph McJunkin, Maj. Thomas Young, with the following twelve (12) known companies, led by:
- Capt. Samuel Caldwell
- Capt. Lewis Duvall
- Capt. Robert Faris
- Capt. William Grant
- Capt. Aquilla Hollingsworth (killed)
- Capt. Joseph Hughes
- Capt. John Lindsay
- Capt. Robert Montgomery
- Capt. Samuel Otterson
- Capt. Thomas Price
- Capt. John Putman
- Capt. William Young

Roebuck's Battalion of Spartan Regiment led by Col. Benjamin Roebuck, Maj. John Moore, with twelve (12) known companies, led by:
- Capt. Andrew Barry
- Capt. Jeremiah Dickson
- Capt. John Lawson
- Capt. David McDowell
- Capt. James McDowell, Sr.
- Capt. Samuel Nisbett
- Capt. Major Parson
- Capt. Thomas Parsons
- Capt. George Roebuck
- Capt. James Smith
- Capt. George Taylor
- Capt. Dennis Tramell

Upper Ninety-Six District Regiment led by Col. Andrew Pickens, Lt. Col. Glenn Anderson, Lt. Col. Robert Anderson, Maj. James McCall, Maj. Samuel Taylor, with the following nine (9) known companies, led by:
- Capt. James Caldwell
- Capt. Francis Carlisle
- Capt. John Cowan
- Capt. Shadrack Inman
- Capt. John Irwin
- Capt. Robert Maxwell
- Capt. Andrew Miller (killed)
- Capt. James Pettigrew
- Capt. Joseph Pickens

1st Spartan Regiment led by Col. John Thomas, Jr., with eight (8) known companies, led by:
- Capt. John Alexander
- Capt. John Collins
- Capt. Thomas Farrow
- Capt. John Files, Sr. (wounded)
- Capt. Charles James
- Capt. John Rainey
- Capt. John Roebuck
- Capt. William Smith

Fairfield Regiment detachment of three (3) known companies, led by:
- Capt. James Adair
- Capt. James Davis
- Capt. James Reid

Turkey Creek Regiment detachment of three (3) known companies, led by:
- Capt. Henry Lisle
- Capt. John Moffett
- Capt. John Thompson

Lower Ninety-Six District Regiment detachment led by Maj. Samuel Hammond, with two (2) known companies, led by:
- Capt. Abner Hammond, Sr.
- Capt. Moses Liddell

Lower District Regiment detachment led by Col. David Glynn, with one (1) known company, led by:
- Capt. William Taylor

New Acquisition District Regiment detachment led by Col. Samuel Watson, Lt. Col. William Bratton, Maj. John Wallace, with one (1) known company, led by:
- Capt. John Henderson

Hill's Regiment of Light Dragoons detachment led by Col. William Hill, with one (1) known company, led by:
- Capt. Thomas Shannon

Unknown Regiment detachment of one (1) known company, led by:
- Capt. Jamison (POW)

NC Militia Brigade led by Col. Charles McDowell with the following known units:

Burke County Regiment of Militia (NC) led by Col. Charles McDowell and Maj. Joseph McDowell, with the following twenty (20) known companies, led by:
- Capt. James Alexander
- Capt. John Beverly (Wilkes County)
- Capt. George Cathey
- Capt. Gilmore
- Capt. Samuel Hampton (Surry County)
- Capt. John Harden
- Capt. Michael Harrison (Washington County)
- Capt. John Holmes
- Capt. Alexander Irvin
- Capt. John McDowell
- Capt. Joseph McDowell
- Capt. Samuel Miller
- Capt. John Morgan
- Capt. William Murry
- Capt. William Neill
- Capt. David Vance
- Capt. George Walker
- Capt. Joseph White
- Capt. William Wilson (Rowan County)
- Capt. Samuel Woods

Lincoln County Regiment of Militia detachment led by Maj. John Barber, Maj. Joseph Dickson, and Maj. Francis McCorkle, with the following seven (7) known companies, led by:
- Capt. John Philip Dellinger
- Capt. Thomas Lofton
- Capt. Samuel Martin
- Capt. John Murray
- Capt. Isaac White
- Capt. Thomas White
- Capt. Henry Whitener

Guilford County Regiment of Militia detachment of five (5) known companies, led by:
- Capt. Thomas Archer
- Capt. Daniel Gillespie
- Capt. Johnson
- Capt. John McRea
- Capt. William Wilson

Surry County Regiment of Militia detachment of five (5) known companies, led by:
- Capt. Robert Cleveland
- Capt. Joseph Cloud
- Capt. William Terrell Lewis
- Capt. William Meredith
- Capt. Henry Smith

Rowan County Regiment of Militia detachment led by Lt. Col. David Caldwell, Maj. John Lopp, and Maj. Daniel McKisick, with the following five (5) known companies, led by:
- Capt. William Alexander
- Capt. Abel Armstrong
- Capt. Daniel Bryson
- Capt. Thomas Cowan
- Capt. Joseph Cunningham

Rutherford County Regiment of Militia detachment led by Maj. William Rutherford and Maj. Reese Porter, with the following five (5) known companies, led by:
- Capt. Benjamin Harden
- Capt. Jesse Knighton
- Capt. Jesse Lytle
- Capt. Moses Shelby
- Capt. William Whiteside

Wilkes County Regiment of Militia detachment of two (2) known companies, led by:
- Capt. Daniel Bailey
- Capt. George Baker

Sullivan County Regiment of Militia detachmend led by Maj. Evan Shelby, Jr. with one (1) known company, led by:
- Capt. Roger Topp

Warren County Regiment of Militia detachment led by Maj. Charles Davis, with one (1) known company, led by:
- Capt. Sterling Clarke

Caswell County Regiment of Militia detachment of two (2) known companies, led by:
- Capt. Benjamin Douglas
- Capt. John Oldham

Mecklenburg County Regiment of Militia detachment of two (2) known companies, led by:
- Capt. John Irby
- Capt. James Nathaniel Martin

Randolph County Regiment of Militia detachment of one (1) known company, led by:
- Capt. William Gray

Orange County Regiment of Militia detachment of one (1) known company, led by:
- Capt. William Ray

Granville County Regiment of Militia detachment of one (1) known company, led by:
- Capt. William Bennett

Montgomery County Regiment of Militia detachment of one (1) known company, led by:
- Capt. Pilcher

Wayne County Regiment of Militia detachment of one (1) known company, led by:
- Capt. Willoughby Williams

NC Light Dragoons detachment led by Maj. Samuel Henderson, with two (2) known companies, led by:
- Capt. William Galbreath
- Capt. Solomon Wood

GA Militia led by Maj. John Cunningham with 490 men in the following units:

Maj. James Jackson's Regiment led by Capt. George Walton

GA Refugees led by Capt. Joshua Inman

Wilkes County Militia (GA) company led by Capt. Richard Heard

Lt. Col. Banastre Tarleton - Commanding Officer

7th Regiment of Foot (Royal Fusiliers), 1st Battalion led by Maj. Timothy Newmarsh with Capt. Charles Helyar and 167 men

71st Regiment of Foot (Fraser's Highlanders), 1st Battalion led by Maj. Archibald McArthur with 263 men, including Lt. Roderick MacKenzie and Capt. Robert Duncanson with his Grenadier Company

Royal Regiment of Artillery, 4th Battalion, 6th Company led by "Unknown," with 18 men - 9 from the 7th Regiment of Foot, and 9 from the British Legion, and 2 guns

71st Infantry Regiment (Highland Scots) led by "Unknown" with two battalions:
- 1st Battalion, Light Infantry Company - 35 men
- 2nd Battaltion, Light Infantry Company - 34 men

Prince of Wales American Regiment led by Lt. Thomas Lindsay, with Capt. Daniel Lyman's Light Infantry and 25-50 men

16th Regiment of Foot, Light Infantry Company led by Lt. John Skinner with 41 men

British Legion Dragoons with 250 men and the following known officers:
- Capt. David Ogilvie
- Capt. David Kinlock
- Capt. Richard Hovenden
- Capt. Thomas Sanford
- Capt. Francis Gildart
- Lt. Nathaniel Vernon - Capt. Jacob James's Troop

British Legion Cavalry with 201 men and the following known officers:
- Capt. Patrick Stewart
- Capt. Thomas Miller
- Capt. Charles McDonald
- Lt. Donald McLeod - Capt. Rousselet's Company
- Lt. "Unknown" - Capt. James Edward's Company
- Lt. "Unknown" - Capt. Donald McPherson's Company

SC Loyalist Volunteers led by Capt. Alexander Chesney with 50 men

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