Beginning at the start of the war, the growth of the American state worked in tandem with concerns about the threats to that state’s survival from disloyal persons, all of which generated a rapid expansion of state power. By the middle of the Civil War, ideas about loyalty had coalesced around a new plan for the occupied South, a plan in which white southerners, shorn of their citizenship, would become colonial subjects of the American state. At the same time, the doctrine of emancipation created opportunities and challenges for African Americans, who grabbed the idea of loyalty as a key to their inclusion in the republic. Looking at how freedpeople both encouraged and challenged U.S. policy as soldiers and laborers, the chapter examines how officials came to realize that any future for the United States in the Confederate South lay in providing some measure of protection for loyal African Americans, in contrast to white southerners, whose loyalty was suspect.