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 ethnically 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. Unable to definitively determine the depth of Okinawan loyalty to Japan, American planners opted for caution and advised military forces to expect the people to act like enemy. 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 interactions with the civilians throughout the battle. Seen as obedient, docile, and cooperative, the Army expressed feelings of kinship towards the civilians and reshaped its military government policies towards leniency. The Navy, upon taking control of the military government program following the war, likewise adapted its view of the ethnicity of the Okinawans and recognized them as competent and civilized: a group that formed a distinct, separate, unique ethnic community that was neither American nor Japanese in its likeness. For all services, assignments of identity influenced the parameters of occupation policy - whether by retaining tight restrictions like the Marines or by allowing the Okinawans ownership in the design of their community like the Navy. Okinawans themselves also actively chose and promoted a self-identity that gained them the advantage of good treatment by the American victors. 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.