Paoli is a census-designated place in Chester County near Philadelphia, Pennsylvania, United States. It is situated in portions of two townships: Tredyffrin and Willistown. At the 2010 census, it had a total population of 5,575.
The town of Paoli grew around an inn kept in 1769 by Joshua Evans, whose father bought 500 acres (200 ha) from William Penn in 1719 near the current site of the Paoli Post Office. Evans named his inn after General Pasquale Paoli, a Corsican, after Paoli had received the 45th and final toast at a Saint Patrick's Day celebration. The inn's location on the Philadelphia and Lancaster Turnpike, about 20 miles (one day's drive for a horse-drawn wagon) from Philadelphia, contributed to its success.
On the evening of September 20, 1777, near Paoli, General Charles Grey and nearly 5,000 British soldiers launched a surprise attack on a Patriot encampment, later known as the Battle of Paoli or "Paoli Massacre". Having intercepted General Washington's orders to General Wayne regarding British rearguard action, Grey set his troops upon the small regiment of Colonials commanded by General Anthony Wayne in an area near his home. Not wanting to lose the element of surprise, Grey allegedly ordered his troops to remove the flint from their muskets and to use only bayonets or swords to attack the sleeping Americans under the cover of darkness.
With the help of a Loyalist spy who provided a secret password, "here we are and there they go" and led them to the camp, General "No-flint" Grey and the British having overrun several pickets launched the successful attack on the unsuspecting men of the Pennsylvania regiment, stabbing them to death as they slept. It was also alleged that the British soldiers took no prisoners during the attack, stabbing or setting fire to those who tried to surrender.