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The fifth enlargement of the EU will have several major consequences for the Union’s CFSP and ESDP. It will bring the EU closer to potential areas of conflict and will offer the Central and Eastern European countries (CEECs) a key role in helping to manage and stabilise relations with the Union’s new “near abroad.” It will contribute to some extent in adding new military resources to the EU’s “Headline Goal,” but will also – at least in the first instance – exacerbate divisions between the “Atlanticist” and the “ Europeanist” members of the Union. It may also intensify calls for a halt to further enlargement through the adoption of a “proximity policy” towards the EU’s new neighbours. This paper assesses the implications of these developments for the coherence of the EU’s future security and defence ambitions.