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To deal effectively with negative action against Asian Americans, it is crucial to first understand the motivations behind negative action. This Article posits that these motivations are complex—they are an intricate tapestry of racism and benevolence interwoven with both conscious and unintentional aspects. In theorizing about and critiquing these motivations by unpacking a 4-quadrant matrix, it seeks a deeper understanding of how to deal with negative action against the “Model Victims.” This Article further suggests that the tensions arising from negative action flow from the Supreme Court’s adoption of a pure diversity rationale for affirmative action; it is necessary to have a more nuanced conception of college diversity that remains true to the spirit of remediation for America’s legacy of racial injustice while simultaneously seeking to dismantle stereotypes and racism. Finally, it discusses the possible ways for Asian Americans to deal with negative action going forward. Only by seriously grappling with its own history and the cultural scripts that disadvantage Asian Americans—and all groups of color—can America hope to effectuate its ideals of true meritocracy.