The present research examined the affective, physiological, and behavioral consequences that poor performance has for men in a stereotypically masculine domain. Findings revealed that men felt more public discomfort and anger when outperformed by (vs. outperforming their) teammates. Threat condition and teammate gender also interacted to influence benevolent sexism; benevolent sexism increased when men were outperformed by a female teammate and decreased when they were outperformed by a male teammate. Consistent with predictions, tests of serial mediation indicated that being outperformed by (vs. outperforming) one’s teammate predicted more pubic discomfort and anger that, in turn, predicted increases in both benevolent and hostile sexism, but not increases in open aggression. Contrary to predictions, threats to masculinity did not influence men’s heart rate variability. We will discuss the implications of these findings for theory and research on masculinity and gender inequities.