I am seeking to understand more fully the reason white delegates at Tennessee’s 1834 constitutional convention and North Carolina’s 1835 constitutional convention disfranchised free African Americans. Scholars have traditionally viewed this event through the political lens of the developing second party system, explaining that future Whigs supported black suffrage and Democrats sought to enact universal black disfranchisement. Politics is certainly important to a full understanding, but class division, racial identity, and contemporary threats to elite whites’ masculinity also played an important role in the disfranchisement decision. I argue that southern white state politicians restricted the voting rights of free blacks because it gave them some sense of control as they faced numerous economic, political, and racial challenges to their previously hegemonic social order. Before the 1830’s, wealthy white men were the only group that could vote, but challenges to their political power came in the form of lower class whites that sought change in suffrage requirements and more representation in counties not dominated by the planter class. Wealthy white’s also faced challenges to their masculine identity, as the older areas of the south lost slaves and wealth to the newer and more fertile areas in the Southwest. Likewise, issues of race came to the forefront with the ever-increasing population of free blacks. My study will be based on the proceedings of the two constitutional conventions, local newspaper articles and diaries, voting rolls, the census of 1820 and 1830, manuscript collections of the convention delegates, and legislative documents. This study is significant because it will illuminate nineteenth-century concepts of race, masculinity, political development, and class. Such intersectionality has been applied to other eras of American history, like the late 1800’s and early 1900’s but has heretofore only been attributed to the antebellum North in the time period before the Civil War.