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What causes rising great powers to engage in naval modernization? This endeavor is extremely expensive, time-consuming and a relatively rare phenomenon. Scholars have proposed various arguments to explain this process ranging from bureaucratic politics, to nationalism, and to the security dilemma. This article demonstrates through case studies of China and India that from 1991 until 2019, the primary driver of naval modernization resulted from a strategic rivalry. Key to strategic rivalries are perceived threat perceptions that cause decision makers to prepare for worst-case scenarios when trying to decipher their enemy’s behavior. When a state believes it is threatened by a rival’s naval power it is likely to pursue its own form of naval modernization for self-protection. Importantly, rivalries do not exist in a vacuum and are frequently linked. This paper will reveal how the interconnected nature of rivalries can also cause naval modernization. Through a close examination of scholarly works, government documents, and nearly 70 in-depth, focused interviews with experts based in India, China, Australia, and the U.S., I argue that, while strategic rivalry is not the only driver of naval modernization, it is the most compelling explanation. Other arguments are frequently embedded within the strategic rivalry model, however, after engaging in theoretical competition, other drivers are best seen as only partially responsible. This study contributes to the rivalry research program as well as the policy and security studies literatures.