Past research has demonstrated a causal relationship between power and dominant behavior, motivated in part by the desire to maintain the social distinctiveness created by one’s position of power. In this article, we test the novel idea that some individuals respond to high-power roles by displaying not dominance but instead submissiveness. We theorize that high-power individuals who are also high in the need to belong experience the social distinctiveness associated with power as threatening, rather than as an arrangement to protect and maintain. We predict that such individuals will counter their feelings of threat with submissive behaviors to downplay their power and thereby reduce their distinctiveness. We found support for this hypothesis across three studies using different operationalizations of power, need to belong, and submissiveness. Furthermore, Study 3 illustrated the mediating role of fear of (positive) attention in the relationship between power, need to belong, and submissive behavior.