The Bolshevik leaders who built the Red Army from the shattered remnants of the Imperial Russian Army after World War I were far more innovative and pragmatic than usually believed. These men had a clear vision of what they needed from their armed forces and sustained that vision through years of sustained combat. Many of their efforts were squandered, however, when they attacked an enemy that was far different from the forces they had built their Army against. In the end, a force that had triumphed against incredible odds to dominate a substantial portion of the earth’s landmass was thrown back and humiliated by a second-rate power. This case study illuminates the dangers inherent in simultaneously conducting sustained combat operations and military transformation. Ominously, many of these same trends are currently manifesting themselves in American military transformation efforts.