The life and career of qa'id al-Najim al-Akhsassi provide us with a rare insider's view of the tumultuous processes of military, political, social, and cultural change which challenged old values,and patterns of practice and stimulated the creation of new ones, at once, modern and authentically Moroccan during the decades prior to 1912. The new army, organized during this period, was an especially significant arena for these unfolding processes. As a senior military officer, from the 1890s-1912, al-Najim was at the center of the struggle by state and society to confront, and creatively accommodate, the formidable array of interventions imposed on them by European powers intent upon incorporating Morocco into their imperial systems to their need to preserve their Islamic and Moroccan values and identity. al-Najim's passage from being the son of freed slaves, resident in Morocco's Sus al-'Aqsa, to a high military rank in the state's new army -- patterned after those of Europe -- is of particular interest because his construction of a modern professional identity as an officer involved not only a negotiation of Moroccan-European values, but required him to renegotiate his own social relatioinships and identity within Moroccan society at the same time. This paper will explore, through his career, his personal struggle to be and effective and respected part of a new army that for the first time reflected an emerging "national" social and geographical base, new standards of professionalism, and embodied the contradictions involved in service in a force that was justified primarily in terms of defending the community of believers against European intervention, while itself being, in form, method, and organization, intimately associated with contested European models and initiatives. This study is based on al-Najim's autobiography, given orally to the historian, Muhammad Mukhtar al-Susi, and published in his "Ma`asul"(v. XX,1961), as well as documentation from Moroccan and French archives, other published sources, and interviews made, over the past several years, with several of his contemporaries.