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As occupying power, the United States embarked on a radical and comprehensive project to reconstruct Iraq's political and economic system along neo-liberal lines. In doing so, however, the United States was constrained by a fundamental predicament: its goal was not just to entrench a self-perpetuating neo-liberal economic system that endures after occupation, but to do so in a way that would seem to fulfil the United States' pre-invasion promise of delivering democracy to Iraq. The problem, however, was that, in the face of widespread opposition to the occupation and to the neo-liberal plan, democracy could put in place an Iraqi government opposed to the project. The article documents and analyses the ways by which the United States attempted to confront this dilemma during the early stages of the occupation. It shows how, as it tried to overcome its constraints, the United States shed off its rhetorical support for democracy by attempting, in practice, to effectively establish a free market economy by force. Such a choice, however, may have also compromised and ensured the continuing fragility of the project.