Radical "Westernizing" transformations in extra-European countries, from Peter I's Russia to Meiji Japan, are traditionally presented as a response to threats from the more militarily and technologically advanced European powers. This corresponds to the general tendency to view war as the driving force behind early modern state-building. Yet, how exactly did such transformations become possible? How were the rulers able to pursue policies that threaten large sections of their own military elites, from strel'tsy and mamluks to janissaries and samurais? And why did some of the extra-European states failed to 'Westernize" in response to external threats, while others rapidly Westernized when the threats was ephemeral, at best? This article seeks to complicate this "bellicist" narrative of Westernizing transformations by shifting the focus of analysis to the rulers' quest for political survival. It argues that when the domestic balance of power is stable, incumbent rulers tend not to embark on reform, even in the face of external military threats. Conversely, such reforms tend to occur when the domestic balance of power is disrupted to such a degree as to lead to the emergence of challengers, who launch "Westernization" as they seek to expand their power base and undermine that of their rivals. Factional political struggles accompanying such transformations are interpreted here not as a conservative reaction against reforms, but as a process that precedes and enables reforms by facilitating the creation of an alternative ruling coalition.