Why did Japan join the Tripartite Pact with Germany and Italy in September 1940? Generally, scholarship highlights that the Tripartite Pact was aimed at the United States: in signing the pact, Japanese leaders sought to scare the United States away from a confrontation that might lead to a two-ocean war. But I also argue that, ironically, the axis pact was aimed at Germany as well. For a brief moment in the summer of 1940, pro-German sympathies in Japan were tempered by a strong undercurrent of suspicion and doubt. I argue that fears of imagined German designs on Asia played an important role in Japan’s decision to join the Tripartite Pact. These fears emerged and dissipated in a single historical moment — that of Germany ascendancy over Europe. As Germany gained power over much of Europe, many in Japan’s foreign policy establishment worried that Berlin would seek to control French and Dutch colonies in East Asia. It was these imagined fears that convinced Japanese leaders to extend their new order to “Greater East Asia” as any precondition to signing an alliance with Germany. In one of history’s little ironies, Japanese distrust of German motives helped bring the axis alliance to fruition. Japan and Germany in this sense were strange partners in what would become the most destructive conflict in the 20^th century.