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Why do soldiers disobey orders to defend the regime against civilian protestors? Using a mixed-method approach with a time-series cross-sectional large-N analysis and cross- and within-case process-tracing, I test two competing logics: one that claims obedience follows from incentivizing loyalty and another that points to immaterial shared bonds. Contrary to the dominant stream in the literature, I provide evidence that a regime’s efforts to materially incentivize loyalty are not good predictors of whether soldiers will defend the regime in its hour of need. I argue that material incentives tend to be moot when soldiers are faced with the proximate decision of firing on civilians. Instead, other motivations come to the fore—specifically, whether soldiers are more strongly bonded to the society or to the military and which action would be the more socially costly as a result.