On May 31, 1776, twenty British ships appeared off the South Carolina coast. It had been known for months that a fleet was dispatched to operate in southern waters, and it was only a matter of time before Charleston was made the object of British intentions. It was the only city of any consequence south of Philadelphia and was widely believed to be the key to ending the infant rebellion.

Preparations for the defense of the city moved slowly in the first six months of 1776. By the time the fleet appeared, the fort on Sullivan's Island was far from complete. In desperation, South Carolinians in the Continental Congress asked for reinforcements and a general to be sent to their state to assist in the defense. Troops under General Charles Lee were dispatched, but Lee was ordered to serve only in an advisory role.

Lee was a veteran of European wars and quite outspoken. When he saw the condition of the harbor defenses, he told South Carolina president (governor) John Rutledge that the fort on Sullivan's Island was untenable; "a slaughter pen," he called it. Rutledge refused to accept that judgment, writing William Moultrie, commander of the fort, "General Lee wishes you to evacuate the fort. You will not without an order from me. I will sooner cut off my hand than write one." Work on the fort was speeded, and by the end of June the walls of the fort fronting the channel were complete. The rear, however, was far from ready for an attack.

The British landed an amphibious force on Long Island (now Isle of Palms) with the intention of attacking the northeastern end of Sullivan's Island and crushing the Americans in a pincher. This force was under the command of Henry Clinton. He relied on poor reconnaissance, which reported that an assault could easily carry across Breach Inlet. A search for that shallow ford consumed several days and nights and yielded no possible route for an attack. The British were forced to watch Colonel William Thomson, with his Americans, prepare a formidable position to defend that extremity of the island.

The garrison of what was known as Fort Sullivan counted 425 men, mostly of the Second South Carolina Regiment and a detachment from the Fourth Regiment. Gunpowder was in short supply for the Americans. General Lee, thinking that the fort had little hope of surviving the British guns, limited the amount of gunpowder in the magazines there. What powder remained was saved in preparation for a desperate defense of the city. When the British fleet loosed their sails on the morning of June 28, the patriots had only twenty-eight rounds for each of their twenty-six guns. For this reason, Moultrie ordered his men to wait ten minutes between firing each round and to concentrate only on the ships nearest the fort.

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