Why did the Tunisian military agree to shut down the parliament in 2021, thereby facilitating President Kais Saied’s incumbent takeover? Based on interviews with officers conducted in 2021-22, I argue that the military’s behavior stemmed, paradoxically, from its historic marginalization from politics. First, its neglect under autocracy allowed Saied to win its loyalty by advancing its material and political interests. Second, the apolitical professionalism that the military had developed having been kept far from politics led it to view a refusal of Saied’s orders as too political. Finally, its marginalization under autocracy led it to consist not of the elite but of out-groups who sympathized with Saied’s populist calls for cleaning up a corrupt system. The experience of Tunisia thus illustrates that although the military’s marginalization under autocracy can facilitate democratization, it may also increase the risk of incumbent takeovers.