In this article we examine when and why secondary and tertiary states select a strategy that does not entail following the lead of the rising states. To address these questions we outline a simple model that examines systemic and sub-systemic (regional) constraints on and opportunities for secondary and tertiary states: how engaged in the region is the global hegemon, how many rising (and extra-regional) states are in the region, and which states are waxing and waning and by how much. These three characteristics create different opportunities for and constraints on secondary and tertiary states, which in turn influence the set of strategy choices of these states as they respond to the regional hegemon. Our model cannot account for the specific foreign policy strategies that secondary and tertiary states select. Such a model would require domestic and individual level variables. We leave it to the area specialists and experts in the following articles in the volume to introduce these variables and explain the specific strategies used. Instead, based on our model we can explain general tendencies toward accommodative strategies, resistance strategies and neutral strategies. It is important to note that secondary and tertiary states can use a mix of different strategies toward regional and global hegemons, such as resisting primary threats and accommodating secondary threats. Moreover, secondary and tertiary states are often engaged in multiple games -a strategy might appear to be costly and suboptimal at one level but reasonable and optimal at another level. Finally, in selecting a strategy secondary and tertiary states factor the systemic, subsystemic and domestic costs of the alternative strategies.