In this article I make three main arguments. First, failing and failed states must be understood from a two-level game perspective. Their domestic conditions shape their international behavior, and their international circumstances exacerbate their internal failings. Second, established states and failing/failed states engage in different functions. Established states are focused on state expansion activities, while failing and failed states are attempting to undergo the process of state-building. Finally, I argue that this problem of failing states is not going away; more to the point, a collision course between these two types of states is inevitable.