1942 represents the apex of the global wave of autocratization associated with the Era of Fascism, and the expansion of Axis Rule during World War were responsible for this impressive growth of authoritarian 'occupation' regimes. Starting in Asia with the Imperialist expansion of Japan, followed by Nazi Germany and Fascist Italy in Europe, the number of dictatorships increased substantially. This Element analyses how the three poles of Axis rule, Italian Fascism, Nazi Germany, and Authoritarian Japan, lead the dynamics of institution-building of political regimes of occupation under their direct or indirect control, respective diffusion models and, in some cases, coercive transfers.