Al Qaeda’s affiliates seized on the opportunities presented during the Arab Spring across northern Africa and the Middle East to gain and consolidate safe havens. These groups continue to pose significant threats to the United States and its interests despite the killing of Osama bin Laden and senior al Qaeda leaders. Al Qaeda in the Arabian Peninsula (AQAP), al Qaeda’s Yemen-based affiliate, has dramatically increased its strength since 2009, while the Yemeni government, America’s counter-terrorism partner, is weaker. AQAP’s launch of a territorial offensive in 2011 through a new insurgent arm directly challenged the Yemeni state and has supported the terrorist network. The American strategy to counter AQAP has relied on its partner in Yemen to reduce AQAP’s safe havens and on direct action operations to manage AQAP’s immediate threat to the United States. There are indications that Yemen may not be able to counter AQAP’s insurgency, and will therefore not be able to reduce AQAP’s safe havens. The United States will need to incorporate this possibility into its counter-terrorism strategy in Yemen.