Rationale: Body habitus is a major determinant of obstructive sleep apnea (OSA). However, many individuals do not have OSA despite being overweight/obese (body mass index . 25 kg/m 2 ) for reasons that are not fully elucidated.Objectives: To determine the key physiologic traits (upper-airway anatomy/collapsibility, upper-airway muscle responsiveness, chemoreflex control of ventilation, arousability from sleep) responsible for the absence of OSA in overweight/obese individuals.Methods: We compared key physiologic traits in 18 overweight/ obese subjects without apnea (apnea-hypopnea index , 15 events per hour) with 25 overweight/obese matched patients with OSA (apnea-hypopnea index > 15 events per hour) and 11 normal-weight nonapneic control subjects. Traits were measured by repeatedly lowering continuous positive airway pressure to subtherapeutic levels for 3 minutes during non-REM sleep.Measurements and Main Results: Overweight/obese subjects without apnea exhibited a less collapsible airway than overweight/ obese patients with apnea (critical closing pressure: 23.7 6 1.9 vs. 0.6 6 1.2 cm H 2 O; P = 0.003; mean 6 95% confidence interval), but a more collapsible airway relative to normal-weight control subjects (28.8 6 3.1 cm H 2 O; P , 0.001). Notably, overweight/obese subjects without apnea exhibited a threefold greater upper-airway muscle responsiveness than both overweight/obese patients with apnea (Dgenioglossus EMG/Depiglottic pressure: 20.49 [20.22 to 20.79] vs. 20.15 [20.09 to 20.22] %max/cm H 2 O; P = 0.008; mean [95% confidence interval]) and normal-weight control subjects (20.16 [20.04 to 20.30] %max/cm H 2 O; P = 0.02). Loop gain was elevated (more negative) in both overweight/obese groups and normal-weight control subjects (P = 0.02). Model-based analysis demonstrated that overweight/obese individuals without apnea rely on both more favorable anatomy and collapsibility and enhanced upper-airway dilator muscle responses to avoid OSA.Conclusions: Overweight/obese individuals without apnea have a moderately compromised upper-airway structure that is mitigated by highly responsive upper-airway dilator muscles to avoid OSA. Elucidating the mechanisms underlying enhanced muscle responses in this population may provide clues for novel OSA interventions.