This article draws on extensive fieldwork and original data to trace the transformation of civil-military relations in Tunisia during the tenure of the former president Zayn al-'Abidin bin 'Ali (1987-2011). The republican ethos of the Tunisian Armed Forces (al-Quwwat al-Musallaha al-Tunusiyya) is often stressed to explain its traditional political quiescence. However, I maintain that it was the active hostility of the military's rivals within the Bin 'Ali regime that prevented Tunisian generals from playing a greater role in their country's public life. I disaggregate Bin 'Ali's regime into its fundamental institutional components-namely, the presidency, the party, the police, and the military-and investigate rivalries and alliances that structured the struggle for influence and power between Bin 'Ali's rise to the presidency and his downfall. I argue that there is a direct and causal relationship between the 2010-11 uprising and inter-and intrainstitutional dynamics within the regime. In other words, the study of contemporary Tunisian civil-military relations is critical to understanding the breakdown of the Bin 'Ali regime.