Following the tradition of positioning the best troops at the commander's right hand, Gen. Horatio Gates placed one brigade of Continentals on his right, and held the second in reserve, leaving inexperienced militia on his left. Since Cornwallis also put his strongest troops to his right, America's rookie militia faced Britain's military finest.
At first light, believing that the British were not yet in position, Gates ordered the militia to attack. Cornwallis countered by ordering Lt. Col. James Webster to charge.
Terrified by British regulars advancing with battle cries and bayonets, the militia fled, many throwing down their muskets. Except for one regiment, the North Carolinians joined the Virginians in their panicked flight.