Winning an occupation is difficult, particularly when victory requires regime change in the conquered nation. The US post-World War II occupation of Germany offers a rare success in this regard. Although it does not provide an easily transportable model for other occupations, it offers several important lessons. The occupation succeeded in Germany (1) in spite of (not because of) planning done prior to the occupation and in spite of (not because of) US foreign policy just after the war; (2) because it functioned as a quasi-independent maker of American foreign policy when it came to occupation policy; (3) because it willingly utilized the expertise of the people it supervised; (4) because it acted unilaterally and opportunistically when necessary; (5) because it got lucky at a critical juncture; and (6) because the occupied Germans themselves ultimately embraced reforms once it became clear these reforms worked as hoped.