An ethnography of Occupy in El Paso,Texas, on the U.S. border with Mexico. The chapter examines the social composition of Occupy El Paso, notably young people, Chican@ and Anglo American, female and male, gay and straight, English, Spanish, and Spanglish speaking, with a characteristic mix of service and call center work, military experience, and partial higher education. This exemplifies the emerging new working class for which Occupy has provided some learning experiences. Occupy on the U.S.-Mexico border had a clear regional consciousness, attending to border militarization, migration and human rights, distorted border development, poverty, and cultural repression and creativity. El Paso itself is a distinctly left city by U.S. standards, aware of its kinship with Latin America. However, Occupy El Paso struggled with the nation state frame, placed on the U.S. side of the border, with limitations in connecting to the Mexican side of the border. Another limitation of Occupy El Paso was that its global and national cycle, driven by social media and mass media, was out of cycle with key struggles against 1% domination in its own local setting. Nevertheless, it proved to be a valuable stage in the local struggle, and had positive relations with labor, migration, and other established social justice organizations. Only time will tell the formative impact of Occupy El Paso on the youthful participants.