The U.S.-led Allied occupation of Japan after World War II is considered a strategic success because it placed a formerly militaristic, aggressive enemy firmly on the road to democracy, prosperity, and an alliance with the United States. Barnes shows that the planning for the occupation started as early as 1939. (The Council on Foreign Relations played a prominent, although unofficial, role.) It was far from obvious in advance whether or how Japan would be defeated or what to do if it was. One faction, led by some of the U.S. State Department’s leading Asia experts, held that the Japanese were culturally impervious to Western worldviews and inherently aggressive, and so Japan had to be reduced to impotence to make the world safe. The other view was that Japan’s aggression had been stimulated by resource insecurity, and so integrating the country into open global markets would be the key to peace. Barnes’ engaging intellectual and social history of the planners provides a fresh window into the origins of today’s liberal international order.