Nuclear threshold states - those that have chosen nuclear restraint despite having significant nuclear capabilities - seem like the perfect partners for the reinvigorated drive toward global nuclear disarmament. Having chosen nuclear restraint, threshold states may embrace disarmament as a way to guarantee the viability of their choice (which may be impossible in a proliferating world). Supporting disarmament efforts affirms their restraint, both self-congratulating and self-fulfilling. Additionally, the commitment to their non-nuclear status springs at least in part from a moral stance against nuclear weapons that lends itself to energetic support of global disarmament. However, threshold states also offer significant challenges to the movement for nuclear weapons elimination, in particular in relation to acquisition of enrichment and reprocessing facilities. This article analyzes both the challenges and opportunities posed by threshold states by examining the cases of Brazil and Japan.