Many experiments show that threats to attitudinal freedom create reactance, but the underlying dynamics of reactance-based disagreement have not received much attention. The present experiments identified two paths from threats to disagreement. In one path, threats to attitudinal freedom directly motivate disagreement; in the other, negative cognitive responses mediate the threat's effect on disagreement. Two experiments demonstrated the causes and consequences of each path from threat to persuasion. When a communicator threatened freedom at the beginning of the message, unfavorable cognitive responses (counterarguing, negative perceptions of the source's credibility) fully mediated the effect of threat on disagreement. When the threat appeared at the end of the message however, threat had a direct, unmediated effect on disagreement (Experiment 1). The two paths had different consequences for sleeper effects: disagreement rooted in negative cognitive responses persisted, whereas disagreement directly motivated by the threat declined when the threat was removed (Experiment 2). Implications for reactance and for threat-based sleeper effects are discussed. Copyright © 2006 John Wiley & Sons, Ltd.