This paper studies the construction and transformation of an Islamic discourse of empowerment that Shi‘i religious activists spread in Shi‘i communities during the late 1970s and early 1980s. Current scholarly treatment of Hizbullah describes the movement as a product of the Iranian revolution, a military organization, or an historical accident. This paper takes a fresh look at the development of modern Shi‘i religious activism in Lebanon. Based on the data gleaned from early speeches and writings of activist clerics and students from the Lebanese Shi‘i community, the paper provides a twofold argument. First key factors and individuals –not necessarily related to Khumayni’s circle– contributed to Hizbullah’s rise in 1982. Second the paper demonstrates that by analyzing the intellectual career and historical background of these key figures and groups, one may explain Hizbullah’s ability to reconcile and shift between revolutionary and gradualist approaches to social and political practice in Lebanon. The first part of the paper analyzes the writings and speeches of the prominent Shi‘i scholar Muhammad Husayn Fadlullah and his close circle of students and Da‘wa party comrades. In addition, through examination of Shi‘i religious sites in Lebanon, the paper explores how these activists spread their religious views and practices and attracted the Lebanese Shi‘i community in the late 1970s. The paper argues that these groups played a major role in nurturing a strong religious consciousness and discourse of empowerment in the Lebanese Shi‘i community in which the cadres of what became Hizbullah resided. In the second part, locating the shifts in the writings, speeches, and manifestations of religiosity, the paper shows how, in combination with events like the Iranian revolution in 1979 and the Israeli invasion of Lebanon in 1982, religious activists gradually incorporated the ideology and discourse of the revolutionary circle of Khumayni into their Islamic environment. The paper argues that the quick transformations of the Lebanese Shi‘i community’s religious consciousness and environment led to a dual natured Hizbullah discourse of empowerment as a result of a confluence of two different paradigms of Shi‘i political Islam, one coming from Iraq, and the other from Iran.