Why did Meiji Japan succeed in modernizing its state apparatus while Qing China failed? According to neorealists, states respond to threats by balancing. Successful balancing requires an efficient bureaucracy to extract enough resources from society to sustain a formidable military. Yet not all states are equal when it comes to modernizing. We argue that a state’s ability to adopt best practices depends on its past position in the international system. States suffering from a longstanding material weakness will tend to adopt new practices from abroad more quickly than states that have enjoyed a dominant position for a long time. Embeddedness decides whether or not the state perceives its model’s crisis. Therefore, we propose a theory of neorealist imitation success or failure that counts three variables: embeddedness as the independent variable, political leadership’s willingness to adopt best practices, and elite cohesion as intervening variables.