Between 1932 and 1945 the Japanese military raised a number of 'puppet' armies.While research has focused on the motives of those who opted to collaborate with the Japanese during the period, little work has been done regarding the composition of these forces. This article examines the Kwantung Army's January 1936 plans for an Inner Mongolian Army, and the reasons why this 'army' never eventuated in the form that had been planned. As such, it sheds light on how officers of the Kwantung Army understood, and misunderstood, the potential of peoples of North China to become useful collaborators in wresting the region from the Nationalist Chinese control.