The European Union (EU) changes states and societies. That is not only true for those countries directly involved in the European integration process, but also for the numerous states in its neighborhood. While most of European integration research focuses on the European impact on EU member and accession states, this paper offers an actor-centered approach to analyze EU impact on domestic change where it is more unlikely to be found; in Europe´s southern neighborhood. How did the European Integration process affect domestic change in its southern neighboring countries? This question gains even more importance for the Mediterranean Region in light of the current democratic up-rise in Northern Africa. The paper argues that the diffusion of regional integration is not limited by state borders but by the capabilities and orientation of the involved domestic actors in the partner countries. Combining former research on processes of domestic change within the EU (Börzel/Risse/Caporaso 2001) with actor-centered Institutionalism (Mayntz and Scharpf 1995), the theoretical framework applied emphasizes the role of domestic actors, rather than solely the independent impact of institutions on political outcomes. Taking political and societal actors in Morocco as an empirical instance, the paper is based on a qualitative case study combined with an in-depth process tracing of the EU environmental and economic policy outcomes towards Morocco during different stages of EU-Moroccan cooperation as its major research strategy. Data has been collected from documents, newspaper articles and statements by decisive political and societal actors within Morocco. Expert interviews and further field research in Morocco will be concluded before the paper presentation at the MESA annual meeting 2011. For the diffusion process of European integration beyond its borders, it is puzzling that without a membership perspective and despite all pitfalls of former cooperation, MPCs adjust to European ideas in some aspects more readily than in others. With the focus on the role of actors and their ability to promote and constrain different external impacts of EU integration on their domestic systems, this paper contributes pivotal aspects to the debate on diffusion of regional integration as well as new empirical insights about processes of domestic change in Morocco. Furthermore the paper sheds light on the role of European Union in the current democratic up-rise in the Mediterranean region and the presumably calm situation in Morocco.