Ethnic Studies and Asian American feminist scholars have investigated how the model-minority racial discourse functions to prevent cross-racial coalition and to cast doubt on Asian American women in their claims to Women of Color political identity. However, none of these analyses provides an account of how, for some Asian American women, the model-minority racial project has so significantly impacted their subjects formation that the transition to Women of Color politics becomes a desired yet delicate and anxiety-producing task. In this paper, I introduce the concept “passing-as-if ” to elucidate the historical, ontological, and epistemological processes at play when those non-white women without collectively revalorized racial identities turn to identify politically as Women of Color. I define passing-as-if as the assumption of racial identities reviled by the mainstream yet collectively revalorized through historical processes of community-based struggle. In a horizontal move toward resistant sociality, I argue that passing-as-if functions as a maneuver for political company by those who are racialized as non-white yet who do not belong to groups that have collectively resisted racial oppression in the United States. Contextualizing the logics of passing-as-if within colonial and racial histories of middleman subject-formation, I focus on how this dynamic poses danger for Women of Color coalitions when it manifests—however unwittingly—in one’s efforts to forge cross-racial and cross-cultural feminist solidarity.