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Contrary to the predictions of balance of power theory that the balancing mechanism prevents the emergence of hegemonies in anarchic systems, hegemonies have been established at different points in history. However, recent studies of the performance of balance of power theory in world history have shown that, while balances are not always held, actors still do try to resist the domination seeker. The incentive to free ride on others affects all actors, so why do some actors either actively resist or join with the domination seeker while others hesitate and look for a free ride? This analysis explores this question using the failure of the balance of power in Japan's Warring States Period. The analysis finds support for the effects of four variables—proximity to the hegemonic threat, the existence of multiple domination seekers, the lack of experience and trust between balancing allies, and the magnitude of power of the hegemonic threat—as causes of nonbalancing and late and ineffective balancing behavior.