This study explores the planning considerations of the United States military in formulating and implementing policy for the occupation of Okinawa from April 1945 to July 1946. American soldiers, Marines, and sailors on Okinawa encountered not only a Japanese enemy, but a large local population. The Okinawans were ethically different from the Japanese, yet Okinawa shared politics with Japan as a legal prefecture. When devising occupation policies, the United States military analyzed practical military considerations such as resources, weapons capability and terrain, as well as attempted to ascertain a conclusive definition of Okinawa’s relation to Japan through conscious, open, rational analysis of racial and ethnic identity. While the Marines held steadfast to the image of the enemy civilian, soldiers’ ideas about the race, ethnicity, and identity of the Okinawans evolved through their interactions with the civilians on the battlefield. As the population exhibited obedience and cooperation, the Army expressed feelings of kinship toward the civilians and reshaped its military government policies toward leniency. With the exception of the Marines, the U.S. military recognized the Okinawans as competent and civilized: a group that formed a distinct, separate, unique ethnic community that was neither American nor Japanese in its likeness. Considerations of race, ethnicity, and identity by the Americans deeply influenced the conduct of the occupation beyond practical concerns of resources and battlefield conditions. The mercurial nature of the identity of the Okinawans displays both the malleability of race and ethnicity and its centrality in occupation planning.